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PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Regnskabsklasse C, stor virksomhed Revisionspåtegning true 2026-06-19 Jacob Østergaard Bergenholtz The Executive Board and Board of Directors have today considered and adopted the Annual Report of MC SHG 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 and the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 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. Kokkedal 2026-06-19 Kaare Vang Jensen Manager Jacob Østergaard Bergenholtz Knud Andersen Morten Brian Nielsen Chairman Joris Marinus Valks To the shareholder of MC SHG ApS Opinion In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2025 and of the results of the Group’s and the Parent Company’s operations as well as of the consolidated cash flows for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act.We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of MC SHG 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, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for Management’s Review.Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon.In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act.Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the Financial Statements, Management is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the Consolidated Financial Statements and the Parent Company 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. Odense M 2026-06-19 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Line Hedam Brian Petersen State Authorised Public Accountant State Authorised Public Accountant mne27768 mne33722 MC SHG ApS Avderødvej 27C 2980 Kokkedal 44401363 Kokkedal Munkebjergvænget 1, 3. og 4. sal 5230 Odense M Seen over a 2-year period, the development of the Group is described by the following financial highlights:Cash flows from:*EBITDA (normalized): Earnings before interests, taxes, depreciations and amortizations, excluding any extraordinary costs. 7045000 4131000 380 92 0.480 0.453 0.052 0.007 0.061 0.002 0.329 0.306 EBITDA (normalized)* 93500 19334 0.095 0.066 EBITDA-margin (normalized)* 0.115 0.106 Key activitiesThe Group’s activity comprises marketing, development and design as well as production, installation and service of advanced hydraulic, electric and mechanical lifting and handling systems for operations focusing on reliability, primarily within the marine, defence, energy and infrastructure sectors.Market overviewThe Group sells its solutions globally, with northern Europe constituting the largest market. The Group sees an increasing number of global market opportunities and, therefore continues to consider establishing subsidiaries in other countries.Development in the yearThe consolidated income statement for 2025 shows revenue of DKK 817,589k compared to DKK 182,702k in 2024 as well as consolidated EBITDA (normalized) of DKK 93,500k compared to DKK 19,334k in 2024. The Group achieved a large revenue growth and saw profit from operating activities improve significantly in 2025. The growth was achieved in the Group's core areas, including defence.The past year and follow-up on development expectations from last yearThe Group expected a positive development in revenue of more than 10% for 2025, and ended up with an even higher increase. The positive development for the year was foreseen in the Annual Report for 2024. Due to the expected increase in revenue in the core areas, profit from operating activities was, likewise, expected to increase substantially.Capital resourcesRegularly, management assesses whether the Group’s capital structure is adequate, while the Board of Directors assesses whether the Company’s capital structure is in accordance with the interests of the Company and its stakeholders. The overall objective is to ensure a capital structure which supports long-term profitable growth.Major changes may occur in the Group’s working capital depending on the size of the projects undertaken by the Group. The Group seeks, at all times, to have the capital resources required to meet such changes. As of 31. December 2025, the Group's interest-bearing debt totals DKK 139 million, net (DKK 205 million as of 31 December 2024), which is viewed as low. Management concludes that the current capital structure provides the flexibility necessary to meet the Company’s forward-looking strategy.Internal controls and risk management systemsThe Board of Directors and the Executive Board have the overall responsibility for the Group’s risk management and internal controls.The organisational structure and internal guidelines constitute the control environment together with legislation and other rules applying to the Group.In relation to the financial reporting, Management has special focus on procedures and internal controls within the following areas:Recognition of income and statement of work in progress under the percentage of completion method;Inventory management, including write-down principles;Receivables management, including provision assessments.The Group has established a formal group reporting process including monthly reporting, covering, among other things, budget follow-up, performance assessment and target realisation. The Board of Directors reviews the management guidelines and determines management requirements which ensure reliable, adequate and timely reporting to the Board of Directors. In addition, the Group has introduced a whistleblower scheme to facilitate the reporting of any serious wrongdoing. Besides board meetings, telephone meetings are held with the Chairman at which the reporting is being discussed. Key staff members participate when needed.Special risks - operating risks and financial risksOperating risksThe Group is not exposed to any particular operating risks.Market risksThe Group’s use of steel etc. as raw material implies a special market risk as price increases can only be included in the price of future products.Foreign exchange risksThe Group’s purchases and sales are primarily made in EUR, NOK or DKK. The Company is not involved in any speculative foreign exchange transactions.Interest rate risksThe Group does not hedge interest rate risks and is therefore exposed to movements in the interest rate level in respect of both short and long-term rates.Credit risksThe Group continuously evaluates its financial business partners. When concluding sales agreements, the Group always tries to ensure current payments which set off the expenses incurred from project completion. Historically, the Company has realised only immaterial bad debts.Strategy and objectivesStrategyThe Group’s strategy is to develop, produce and deliver high-quality products and services resulting in continuous profitable growth. Our aim is to create growth through organic development of existing business areas and to develop new business areas based on the Group’s capabilities. At the same time, the opportunities of strategic cooperation and acquisitions are continuously explored.Targets and expectations for the year aheadThe Group expects a positive development in revenue of more than 10% for 2026. Due to the increased revenue, profit from operating activities is expected to increase further in 2026.Ownership and ManagementMC SHG ApS is partly owned (65%) by the private equity fund Mentha Capital, through the company Mentha Fund VII Denmark HoldCo K/S. The remaining shares are owned by Morten Brian Nielsen and Lars Præst through their companies mn76invest ApS and Yggdrasil Invest ApS. On the 25th of September 2024, MC SHG ApS acquired SH Group A/S from BWB Partners and minority shareholders. Mentha Capital is represented on the Board of Directors by Jacob Bergenholtz (Chairman, joined on 25 September 2024) and Joris Marinus Valks (joined on 25 September 2024).Board of Directors and Executive BoardThe Board of Directors has been elected by all shareholders of the Company.Kaare Vang Jensen is the CEO of MC SHG ApS and SH Group A/S. The Board of Directors has set up a special Audit Committee consisting of Jacob Bergenholtz, Knud Andersen, Lars Præst og Mikkel Obling, which monitors the financial reporting process, internal control systems and risk management systems. Every year, four to six board meetings and two Audit Committee meetings are held. All members of the Board of Directors are recommended jointly by the shareholders.The Board of Directors of MC SHG ApS has five members:Overblik over bestyrelsesmedlemmerResearch and developmentIn 2025, the Group successfully completed the development, prototyping and test of The Cube™ Mine laying system. The development of the smart deck skidding system continued and prototype and testing is progressing as planned. The main development projects in 2025 are all part of the patented Cube system for the management of flexible modules to the defence industry.Uncertainty relating to recognition and measurementThere has been no uncertainty regarding recognition and measurement in the Annual Report.Unusual eventsThe financial position at 31 December 2025 of the Group and the results of the activities and cash flows of the Group for the financial year for 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 responsibilityThe Group actively strives to be a socially responsible enterprise. The CSR policies lay down the guidelines for the efforts in this respect. The Group has implemented policies for human rights, environment and climate, social and staff conditions, data ethics as well as an anti-corruption policy.In relation to the Group’s business model, reference is made to the description in the section “Key activity”.The Group has identified the main risks related to corporate social responsibility to be associated with human rights, working environment, environmental impact, data ethics and corruption. Based on the nature of the Group’s activities, industry, geographical presence and business model, Management assesses these risks to be limited. The risks are continuously monitored and mitigated through internal policies, procedures, controls and management oversight.Social and employee mattersThe Group values a positive working environment with healthy physical and mental working conditions for all employees. Due to its business model and the nature of the work, safety is of the highest priority to the Group and it ensures compliance with existing legislation. The risk of work-related injuries is assessed as limited and continuous efforts are made to reduce the risk. As part of this work, the Group has established a workplace environment committee which works continuously to improve safety and working conditions. Moreover, the Group focuses on ensuring that relevant employees receive the necessary training and certificates so that they have the skills required to perform specialised tasks in a sound and safe manner. An important part of a good working environment is the development of employees’ skills, which is continuously prioritised, for example through training. The Group employs a considerable number of apprentices and trainees and emphasizes their training and skill development. In 2025, a number of employees attended courses and training and had their certificates renewed to the effect that, in the year, new competencies were acquired and existing competencies were maintained. In addition, a number of apprentices earned their certificate of completed apprenticeship in 2025. The Group will continue to prioritise training and skills enhancement. This will be done through courses and training of current employees and by employing trainees, apprentices, and students for internships.Environment and climateThe Group is committed to reducing the environmental impact of its operations, with a particular focus on energy consumption, waste management and emissions from transportation.The Group’s primary environmental initiatives include the gradual conversion of facilities from gas based heating to more sustainable energy sources, systematic waste separation, and the replacement of parts of the vehicle fleet with electric vehicles. In 2025, the Group continued to explore the possibility to conversion from gas to a more sustainable energy source in the facilities and replaced selected vehicles with electric alternatives. These initiatives are expected to continue in 2026.Our goal is to control and reduce the impact of chemicals on the environment and our employees as much as possible. This is achieved by choosing products that are safer while still effective.Environmental and climate related risks are primarily related to energy consumption, use of chemicals and waste handling. These risks are addressed through targeted initiatives, internal procedures and compliance with applicable environmental approvals. Based on the nature and scale of the Group’s activities, the overall environmental risk is assessed as limited.EmployeesDuring the year, the Group has seen an inflow of skilled and experienced employees who have reinforced its knowledge and skills base. The increase in employees will help drive the increased activities of the Group. The average number of full-time employees of the Group for 2025 was 380 (2024: 362). The development in the number of employees (including part-time employees) from the beginning of 2025 to the end of 2025 was as follows:Udvikling i antal medarbejder Statement on data ethicsThe Group believes that we should treat each other with mutual respect. The Group does not discriminate based on gender, age, origin, religious beliefs, or any other factor. The Group does not want to cooperate with enterprises that are corrupt or do not respect human rights. It is the Group’s policy that the use and collection of data must not take place at the expense of individuals’ fundamental and legal rights. The Group’s data ethics principles cover transparency in the use of data, data minimisation, secure processing, access control and use of data solely for legitimate and defined business purposes. Consequently, the Group only collects, stores and uses data where this is deemed necessary and proportionate.The Group works with data ethics through internal procedures governing data classification, access rights, secure storage and retention of data, as well as through monitoring. Data ethical risks, including risks related to inappropriate use of personal data or insufficient protection of sensitive information, are assessed on a continuous basis.The Group assesses the risk of human rights violations, data ethical breaches and corruption as low. The Group has a Code of Conduct with which all executives are familiar and all business partners are required to comply. All employees are familiar with the Group’s values. In 2025, no breaches of the Group’s policies on human rights, data ethics or anti-corruption were identified, and no incidents were reported through the whistleblower scheme. In future, the Group will continue to monitor compliance with human rights, data ethics and corruption policies. 817589000 182702000 0 0 2516000 99000 0 0 101000 82000 0 0 356416000 78852000 0 0 71619000 21316000 678000 6396000 392171000 82715000 -678000 -6396000 302488000 69777000 0 0 47177000 14085000 0 0 0 63000 0 0 42506000 -1210000 -678000 -6396000 0 0 26971000 2356000 550000 545000 6000 1000 12714000 5835000 7317000 3482000 30342000 -6500000 18982000 -7521000 9706000 254000 -1654000 -767000 20636000 -6754000 20636000 -6754000 19841000 20038000 0 0 2440000 1574000 0 0 317000 414000 0 0 32416000 47237000 0 0 189266000 207121000 0 0 8521000 7846000 0 0 252801000 284230000 0 0 29830000 31969000 0 0 14038000 13714000 0 0 1520000 1694000 0 0 1763000 2228000 0 0 2766000 551000 0 0 49917000 50156000 0 0 0 0 359392000 386631000 692000 675000 0 0 692000 675000 359392000 386631000 303410000 335061000 359392000 386631000 23675000 20044000 0 0 193062000 200721000 0 0 146605000 107884000 0 0 3844000 2859000 0 0 0 0 944000 767000 8180000 200000 8000000 0 0 0 1477000 0 2213000 1535000 0 0 353904000 313199000 10421000 767000 10814000 2789000 0 0 388393000 336032000 10421000 767000 691803000 671093000 369813000 387398000 2168000 2120000 2168000 2120000 0 0 0 0 0 0 0 2276000 -88000 8000 -88000 0 225517000 200040000 225517000 197772000 0 3000000 0 3000000 227597000 205168000 227597000 205168000 57338000 46922000 0 0 892000 1367000 0 0 58230000 48289000 0 0 6245000 6927000 0 0 100000000 150000000 100000000 150000000 6337000 9011000 0 0 19646000 19047000 0 0 1991000 0 0 0 134219000 184985000 100000000 150000000 684000 769000 0 0 34013000 36049000 34012000 31883000 2611000 2123000 0 0 114137000 95454000 0 0 86129000 55434000 0 0 0 0 8000000 24000 0 8084000 0 0 33188000 34738000 204000 323000 995000 0 0 0 271757000 232651000 42216000 32230000 405976000 417636000 142216000 182230000 691803000 671093000 369813000 387398000 2120000 0 7000 200042000 3000000 205169000 48000 4953000 0 0 0 5001000 0 0 0 0 3000000 3000000 0 0 -95000 0 0 -95000 0 0 0 -114000 0 -114000 0 0 0 20636000 0 20636000 0 -4953000 0 4953000 0 0 2168000 0 -88000 225517000 0 227597000 2120000 0 2276000 0 197773000 3000000 205169000 48000 4953000 0 0 0 0 5001000 0 0 0 0 0 3000000 3000000 0 0 0 -95000 0 0 -95000 0 0 0 0 -114000 0 -114000 0 0 2276000 -7000 -2269000 0 0 0 0 0 0 20636000 0 20636000 0 -4953000 0 0 4953000 0 0 2168000 0 0 -88000 225517000 0 227597000 20636000 -6754000 69083000 19637000 11765000 -10357000 101484000 2526000 550000 545000 12714000 5835000 89320000 -2764000 15354000 0 73966000 -2764000 8469000 151000 7044000 4131000 17000 0 101000 0 0 384355000 -15429000 -388637000 767000 270000 52036000 0 2186000 518000 0 182978000 2590000 0 5001000 212000000 Other equity entries -114000 0 3000000 0 -50512000 394190000 8025000 2789000 2789000 0 10814000 2789000 Cash and cash equivalents are specified as follows:Exchange adjustments-958Other adjustments2320 10814000 2789000 10814000 2789000 Geographical segmentsDenmark500,01294,98900Nordic146,56612,03700Europe87,64029,21500Asia30,04223,52200America52,80522,93900Other524000817,589182,70200Business segmentsProduct354,57474,50200Service463,015108,20000817,589182,70200 253450000 59241000 0 0 33783000 7466000 0 0 6210000 1328000 0 0 9045000 1742000 0 0 302488000 69777000 0 0 2338000 545000 0 0 380 92 0 0 39898000 11750000 0 0 7279000 2335000 0 0 47177000 14085000 0 0 0 0 -1477000 0 10320000 254000 -177000 -767000 -614000 0 0 0 9706000 254000 -1654000 -767000 0 3000000 0 2276000 20636000 -12030000 22316000 1818000 487000 51929000 211585000 7846000 1821000 1623000 0 0 0 5023000 4348000 0 0 0 0 -4348000 28485000 3441000 487000 51929000 211585000 8521000 2278000 244000 73000 4691000 4465000 0 6366000 757000 97000 14822000 17854000 0 8644000 1001000 170000 19513000 22319000 0 19841000 2440000 317000 32416000 189266000 8521000 In 2025, the Group successfully completed the development, prototyping and test of The Cube™ Mine laying system. The development of the smart deck skidding system continued and prototype and testing is progressing as planned. The main development projects in 2025 are all part of the patented Cube system for the management of flexible modules to the defence industry. 32435000 15382000 1713000 2410000 551000 0 0 -47000 0 0 48000 4019000 132000 80000 2766000 0 125000 40000 0 0 0 0 551000 0 -551000 32483000 19276000 2309000 2490000 2766000 467000 1668000 17000 182000 0 0 0 -41000 0 0 2186000 3695000 853000 545000 0 0 125000 40000 0 0 2653000 5238000 789000 727000 0 29830000 14038000 1520000 1763000 2766000 0 8046000 0 0 0 384356000 0 0 384355000 384356000 384355000 2277000 0 -94000 8000 45233000 8807000 54000000 0 18262000 6451000 -118000 -88000 -24964000 2276000 359392000 386631000 Positive differences arising on initial measurement of subsidiaries at net asset value161,211161,211Remaining positive difference included in the above carrying amount at136,498154,760Investments in subsidiaries are specified as follows:TDKK 1.000TNOK 100TUSD 100 SH Group A/S Svendborg 1.00 SH Group Norway AS Sandnæs, Norge 1.00 SH Group US Corporation Delaware, USA 1.00 675000 17000 692000 692000 4151000 3581000 0 0 3541000 1349000 0 0 15983000 15114000 0 0 23675000 20044000 0 0 Selling price of work in progress733,244581,38000Payments received on account-672,768-528,9300060,47652,45000Recognised in the balance sheet as follows:Contract work in progress recognised in assets146,605107,88400Prepayments received recognised in debt-86,129-55,4340060,47652,45000 Prepayments consist of prepaid expenses. Deferred tax liabilities at 1 January46,9220-7670Net effect from merger and acquisition046,66800Amounts recognised in the income statement for the year10,320254-177-767Amounts recognised in equity for the year 96000Deferred tax liabilities at 31 December57,33846,922-944-767 The Company provides warranties of on some of its products and is therefore obliged to repair or replace goods which are not satisfactory. Based on previous experience in respect of the level of repairs and returns, other provisions of TDKK 892 (2023/24: TDKK 1,367) have been recognised for expected warranty claims.Warranty provisions at 1 January1,3671,36700Adjustments for the year-4750008921,36700The provisions are expected to mature as follows:Provisions falling due after 5 years00000000 Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.The debt falls due for payment as specified below:Mortgage loans6,9297,69600Credit institutions134,013186,049134,012181,883Lease obligations8,94811,13400Other payables52,83453,785204323Deferred income2,986000 3358000 4168000 0 0 2887000 2759000 0 0 6245000 6927000 0 0 684000 769000 0 0 0 0 0 0 100000000 150000000 100000000 150000000 100000000 150000000 100000000 150000000 30000000 30341000 30000000 30000000 4013000 5708000 4012000 1883000 0 2569000 0 0 6337000 6442000 0 0 6337000 9011000 0 0 2611000 2123000 0 0 0 0 0 0 19646000 19047000 0 0 19646000 19047000 0 0 33188000 34738000 204000 323000 0 0 0 0 1991000 0 0 0 1991000 0 0 0 995000 0 0 0 Deferred income consists of payments received in respect of income in subsequent years. 550000 545000 12714000 5835000 47076000 14085000 9706000 254000 69083000 19637000 -3631000 -44000 -32725000 -56165000 -475000 67000 -48596000 -45785000 11765000 -10357000 Charges and securityThe following assets have been placed as security with mortgage credit institutes:Land and buildings with a carrying amount of7,2307,17700The following assets have been placed as security with bankers:Mortgage deeds registered to the mortgagor totalling TDKK 17,125, providing security on land and buildings as well as other property, plant and equipment at a total carrying amount of:7,2307,17700Floating charge registered over the company’s assets totalling TDKK 35,000, providing security on the company’s assets, including inventories, receivables, work in progress, software, patents, development projects and other fixtures and fittings, tools and equipment, at a total carrying amount of:289,422283,93000The parent company has pledged the shares of its subsidiary, SH Group A/S, as security for its dealings with the bank.The Company has provided a guarantee as primary obligor (self‑debtor guarantee) covering all balances between the subsidiary and Sydbank. As at 31 December 2025, the net balance represented a deposit.The following assets have been placed as security for lease obligations: Rental and lease obligationsRent obligations, non-cancellation period 3-24 months8,5298,05700Lease obligations, period of non-terminability 1-77 months9,2237,33700Other contingent liabilitiesWork guarantees in connection with concluded agreements on73,86838,52800Payment guarantees in connection with leases entered into2,9272,92700The Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable by the Group amounts to DKK 0. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Group’s liability.Other financial obligationsThe Group has entered into agreements regarding canteen operations, cleaning, supply of mats and hygiene articles as well as various IT licences and telecom agreements. The total non‑cancellable commitments under these agreements amount to TDKK 6,112. Controlling interestMentha Fund VII Denmark HoldCo K/SMain shareholderOther related partiesTransactionsThe 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. 382000 126000 71000 0 384000 0 837000 126000 No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. The Annual Report of MC SHG 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 Consolidated Financial Statements and the Parent Company Financial Statements for 2025 are presented in TDKK. 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.Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any repayments and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period.Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. Basis of consolidationThe Consolidated Financial Statements comprise the Parent Company, MC SHG ApS, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates.On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises.The Parent Company's investments in the consolidated subsidiaries are set off against the Parent Company's share of the net asset value of subsidiaries stated at the time of consolidation. Business combinationsBusiness acquisitions carried through on or after 1 July 2018Acquisitions of subsidiaries are accounted for using the purchase method under which the identifiable assets and liabilities of the entity acquired are measured at fair value at the time of acquisition. Acquired contingent liabilities are recognised at fair value in the Consolidated Financial Statements to the extent that the value can be measured reliably.The time of acquisition is the time when the Group obtains control of the entity acquired.The cost of the entity acquired is the fair value of the consideration agreed, including consideration contingent on future events. Transaction costs directly attributable to the acquisition of subsidiaries are recognised in the income statement as incurred.Positive differences between the cost of the entity acquired and identifiable assets and liabilities are recognised as goodwill in intangible assets in the balance sheet and are amortised in the income statement on a straight-line basis over their estimated useful lives. Where the differences are negative, they are recognised immediately in the income statement.Where the purchase price allocation is not final, positive and negative differences from acquired subsidiaries due to changes to the recognition and measurement of identifiable net assets may be adjusted for up to 12 months after the time of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made.Where cost includes contingent consideration, this is measured at fair value at the time of acquisition. Contingent consideration is subsequently measured at fair value. Any value adjustments are recognised in the income statement.In respect of step acquisitions, any previously held investments in the entity acquired are remeasured at fair value at the time of acquisition. The difference between the carrying amount of the investment previously held and the fair value is recognised in the income statement.Pooling of interestsIntragroup business combinations are accounted for under the pooling-of-interests method. Under this method, the two enterprises are combined at carrying amounts, and no differences are identified. Any consideration which exceeds the carrying amount of the acquired enterprise is recognised directly in equity. The pooling-of-interests method is applied as if the two enterprises had always been combined by restating comparative figures. Leases in terms of which the Group assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lower of the fair value of the leased asset and the net present value of the lease payments computed by applying the interest rate implicit in the lease or an alternative borrowing rate as the discount rate. Assets acquired under finance leases are depreciated and written down for impairment under the same policy as determined for the other fixed assets of the Group.The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement.All other leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term. Translation policiesDanish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity.Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement; however, see the section on hedge accounting.Income statements of foreign subsidiaries and associates that are separate legal entities are translated at transaction date rates or approximated average exchange rates. Balance sheet items are translated at the exchange rates at the balance sheet date. Exchange adjustments arising on the translation of the opening equity and exchange adjustments arising from the translation of the income statements at the exchange rates at the balance sheet date are recognised directly in equity.Income statements of enterprises that are integrated entities are translated at transaction date rates or approximated average exchange rates; however, items derived from non-monetary balance sheet items are translated at the transaction date rates of the underlying assets or liabilities. Monetary balance sheet items are translated at the exchange rates at the balance sheet date, whereas non-monetary items are translated at transaction date rates. Exchange adjustments arising on the translation are recognised in financial income and expenses in the income statement. Derivative financial instruments are initially recognised in the balance sheet at cost and are subsequently remeasured at their fair values. Positive and negative fair values of derivative financial instruments are classified as ”Other receivables” and ”Other payables”, respectively.Changes in the fair values of derivative financial instruments are recognised in the income statement unless the derivative financial instrument is designated and qualify as hedge accounting. Segment information on revenueInformation on business segments and geographical segments is based on the Group´s risks and returns and its internal financial reporting system. Business segments are regarded as the primary segments. RevenueRevenue from the sale of goods for resale and finished goods is recognised in the income statement when the sale is considered effected based on the following criteria:delivery has been made before year end;a binding sales agreement has been made;the sales price has been determined; andpayment has been received or may with reasonable certainty be expected to be received.Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract.Services are recognised at the rate of completion of the service to which the contract relates by using the percentage-of-completion method, which means that revenue equals the selling price of the service completed for the year. This method is applied when total revenues and expenses in respect of the service and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Group. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the service.Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Expenses for raw materials and consumablesExpenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve the consolidated revenue for the year. Other external expensesOther external expenses comprise expenses for premises, sales as well as office expenses, etc. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Amortisation, depreciation and impairment lossesAmortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment. Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to the main activities of the Group, including gains and losses on the sale of intangible assets and property, plant and equipment. Income from investments in subsidiariesThe item “Income from investments in subsidiaries” in the income statement includes the proportionate share of the profit for the year. Financial income and expenses comprise interest, financial expenses in respect of finance leases, realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgage loans as well as extra payments and repayment under the on-account taxation scheme. Tax on profit/loss for the yearTax for the year consists of current tax for the year and deferred tax for the year. The tax attributable to the profit for year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.Any changes in deferred tax due to changes to tax rates are recognised in the income statement.The Company is jointly taxed with danish subsidiaries. The tax effect of the joint taxation with the subsidiaries is allocated to enterprises showing profits or losses in proportion to their taxable incomes (full allocation with credit for tax losses). Intangible fixed assetsGoodwillGoodwill is amortized on a straight-line basis over the estimated useful life of 20 years, which is determined based on management's experience within the individual business areas. In determining the amortization period, management has chosen to base it on the useful lives established from an assessment of the extent to which the acquired companies are strategically positioned with a strong market position and long-term earnings profile. Management assesses that the accounting goodwill is associated with useful lives considered long-term, as it pertains to markets where the company has a strong market profile and continuous investments are made to meet potential. Therefore, management assesses the earnings profile as being of longer duration. Based on the above, management has assessed that it would be most accurate for the amortization period for goodwill to be 20 years. Management will also annually reassess the useful lives to reflect the ongoing market and earnings profile. Goodwill is written down to recoverable value if this is lower than the accounting value.Development projectsCosts of development projects comprise salaries, amortisation and other expenses directly or indirectly attributable to the Company’s development activities.Development projects that are clearly defined and identifiable and in respect of which technical feasibility, sufficient resources and a potential future market or development opportunity in the enterprise can be demonstrated, and where it is the intention to manufacture, market or use the project, are recognised as intangible assets. This applies if sufficient certainty exists that the value in use of future earnings can cover cost of sales, distribution and administrative expenses involved as well as the development costs.Development projects that do not meet the criteria for recognition in the balance sheet are recognised as expenses in the income statement as incurred.Capitalised development costs are measured at cost less accumulated amortisation and impairment losses or at a lower recoverable amount. An amount corresponding to the recognised development costs is allocated to the equity item 'Reserve for development costs'. The reserve comprises only development costs recognised in financial years beginning on or after 1 January 2016. The reserve is reduced by amortisation of and impairment losses on the development projects on a continuing basis.As of the date of completion, capitalised development costs are amortised on a straight-line basis over the period of the expected economic benefit from the development work. The amortisation period is 3-5 year. Other intangible fixed assetsPatents, licences and rights are measured at cost less accumulated amortisation and less any accumulated impairment losses or at a lower value in use.Patents are amortised over the remaining patent period or a shorter useful life. The amortisation period is 5 years. Software licences and rights are amortised over the period of the agreements, which is 5 years and 5 years, respectively.Patents are amortised over the remaining patent period or a shorter useful life. The amortisation period is 5 years. Software licences are amortised over the period of the agreements, which is 5 years. Property, plant and equipment are measured at cost less accumulated depreciation and less any accumulated impairment losses.Cost comprises the cost of acquisition and expenses directly related to the acquisition up until the time when the asset is ready for use. Interest expenses on loans contracted directly for financing the construction of property, plant and equipment are recognised in cost over the construction period.Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are:Production buildings20-30 years Plant and machinery5-15 years Other fixtures and fittings, tools and equipment3-7 years Leasehold improvements5 years The fixed assets’ residual values are determined at nil.Depreciation period and residual value are reassessed annually. Impairment of fixed assetsThe carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation.The recoverable amount of the asset is calculated as the higher of net selling price and value in use. Where a recoverable amount cannot be determined for the individual asset, the assets are assessed in the smallest group of assets for which a reliable recoverable amount can be determined based on a total assessment.Goodwill, head office buildings and other assets for which a separate value in use cannot be determined as the asset does not on an individual basis generate future cash flows are reviewed for impairment together with the group of assets to which they are attributable. Investments in subsidiariesInvestments in subsidiaries are recognised and measured under the equity method.The item “Investments in subsidiaries” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with deduction or addition of unrealised intercompany profits or losses and with addition of the remaining value of any increases in value and goodwill calculated at the time of acquisition of the enterprises.The total net revaluation of investments in subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the subsidiaries.Subsidiaries with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions. Other fixed asset investments consist of deposit. InventoriesInventories are measured at the lower of cost under the FIFO method and net realisable value.The net realisable value of inventories is calculated at the amount expected to be generated by sale of the inventories in the process of normal operations with deduction of selling expenses and costs of completion. The net realisable value is determined allowing for marketability, obsolescence and development in expected selling price.The cost of goods for resale, raw materials and consumables equals landed cost.The cost of finished goods and work in progress comprises the cost of raw materials, consumables and direct labour with addition of indirect production costs. Indirect production costs comprise the cost of indirect materials and labour as well as maintenance and depreciation of the machinery, factory buildings and equipment used in the manufacturing process as well as costs of factory administration and management. Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts. Contract work in progressContract work in progress is measured at selling price of the work performed calculated on the basis of the stage of completion. The stage of completion is measured by the proportion that the contract expenses incurred to date bear to the estimated total contract expenses. Where it is probable that total contract expenses will exceed total revenues from a contract, the expected loss is recognised as an expense in the income statement.Where the selling price cannot be measured reliably, the selling price is measured at the lower of expenses incurred and net realisable value.Payments received on account are set off against the selling price. The individual contracts are classified as receivables when the net selling price is positive and as liabilities when the net selling price is negative.Expenses relating to sales work and the winning of contracts are recognised in the income statement as incurred. PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. DividendDividend distribution proposed by Management for the year is disclosed as a separate Dividend item. ProvisionsProvisions are recognised when - in consequence of an event occurred before or on the balance sheet date - the Group has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation.Other provisions include warranty obligations in respect of repair work within the warranty period of 1-5 years. Provisions are measured and recognised based on experience with guarantee work. Deferred tax assets and liabilitiesDeferred tax is recognised in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items - apart from business acquisitions - where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income.Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. In cases where the computation of the tax base may be made according to alternative tax rules, deferred tax is measured on the basis of the intended use of the asset and settlement of the liability, respectively.Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities.Deferred tax assets and liabilities are offset within the same legal tax entity. Current tax receivables and liabilitiesCurrent tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously. Loans, such as mortgage loans and loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.Mortgage loans are measured at amortised cost, which for cash loans corresponds to the remaining loan. Amortised cost of debenture loans corresponds to the remaining loan calculated as the underlying cash value of the loan at the date of raising the loan adjusted for depreciation of the price adjustment of the loan made over the term of the loan at the date of raising the loan.Other debts are measured at amortised cost, substantially corresponding to nominal value. Deferred incomeDeferred income comprises payments received in respect of income in subsequent years. With reference to section 86(4) of the Danish Financial Statements Act, the Parent Company has not prepared a cash flow statement for the Company itself but has only prepared a cash flow statement for the Group.The cash flow statement shows the Group’s cash flows for the year broken down by operating, investing and financing activities, changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year.Cash flows from operating activitiesCash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents.Cash flows from investing activitiesCash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments.Cash flows from financing activitiesCash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders.Cash and cash equivalentsThe cash flow statement cannot be immediately derived from the published financial records. Cash and cash equivalents comprise ”Cash at bank and in hand”. Financial HighlightsExplanation of financial ratiosGross marginGross profit x 100 / RevenueProfit marginProfit/loss of primary operations x 100 / RevenueReturn on assetsProfit/loss of primary operations x 100 / Total assets at year endSolvency ratioEquity at year end x 100 / Total assets at year endReturn on equityNet profit for the year x 100 / Average equityEBITDA-margin (normalized)*EBITDA excluding extraordinary costs x 100 / Revenue