TOPSØE HOLDING A/S
ANNUAL
REPORT 2025
CVR no
The Annual Report has been presented and adopted
at the Annual General Meeting on April 27, 2026
Chair of the meeting,
Letter from our chairman 3
Financial performance 4
Five-year summary 5
CORPORATE GOVERNANCE
Risk management 8
Statement on Sustainability 12
CONSOLIDATED FINANCIAL STATEMENTS
Income statement 17
Statement of comprehensive income 17
Balance sheet 18
Cash flow statement 19
Statement of change in equity 20
Notes 22
FINANCIAL STATEMENTS OF TOPSØE HOLDING
A/S
Income statement 62
Balance sheet 63
Statement of change in equity 64
Notes 65
STATEMENTS AND AUDITOR'S REPORTS
Statements by the executive management and board of
directors on the annual report 70
Independent Auditor's report 71
CONTENTS
MANAGEMENT REVIEW
FINANCIAL STATEMENTS
TOPSØE HOLDING A/S
3
Topsoe A/S
2025 was a year challenged by substantial
geopolitical uncertainty leading to challenged
global markets including the energy sector. The
uncertainty affected both our Catalyst, Technology
and Power-to-X businesses which were exacerbated
by the fact that clients in all segments postponed
FIDs (final investment decisions) or cancelled
projects.
Early in the year, we recognized these challenges
and took proactive measures to mitigate the impact
on our business. These include focus on cost
efficiency in our operations. However, we were able
to maintain our strong market position and deliver
satisfactory financial results, thanks to our
employees and leading offerings.
It is clear that Topsoe operates in a new market
reality and as a response to this we will seek to
further strengthen our business by continuing to
improve our productivity and competitiveness
across our product portfolio. The interest in our
technologies and solutions remains strong and in
2025 we signed important agreements and reached
key milestones.
We inaugurated our SOEC factory in Denmark and
have signed agreements to progress customer
dialogues and partnerships across key markets,
supporting the development of e-fuels and low-
carbon hydrogen projects. These projects are
awaiting FID in order to proceed.
Our market position in catalysts remains strong, and
in 2025 we saw increased interest in our
conventional and low-carbon solutions in the Middle
East.
We have also continued to build our position within
renewable fuels in Asia Pacific, where we now have
six agreements to deliver technology for SAF
production.
Given the need to create energy security and
resilience, diversifying energy sources is more
relevant than ever, especially for countries and
regions heavily dependent on fossil fuel imports, and
we expect this to be a driver in moving the energy
transition forward.
However, global markets need certainty for projects
to reach FID, and continued geopolitical uncertainty,
shifting trade policies and elevated volatility is
expected to cause challenges in this regard. We
actively engage with customers, industry
stakeholders and policymakers to foster framework
conditions that support a resilient and sustainable
energy future. We are confident in the long-term
growth of clean fuels and chemicals. By providing
proven, advanced science-based solutions, we are
well-positioned to serve our customers and make a
difference in the fuel transition globally.
After six transformative years, Roeland Baan has
decided to step down as President and CEO of
Topsoe effective 31 May 2026. On behalf of the
Topsøe family I want to thank Roeland profoundly
for being a champion of transforming Topsoe and
by doing so with full commitment to our purpose
and our values. The Board of Directors has
appointed Elena Scaltritti, current Chief Commercial
Officer, as the new President and CEO. Elena is and
exceptional leader that we give a warm welcome.
Thank you to the leadership in Topsoe and to all our
incredible employees for your amazing efforts and
dedication to our journey and our values.
IGM Biosciences Inc.
After the clinical trials did not meet the intended
endpoints in 2024 it was decided to stop further
development of the IGM platform in early 2025.
Together with our partners in Baker Brothers and
Redmile, IGM management and board it was
decided to sell the company and return proceeds to
the shareholders, resulting in a significant financial
loss for Topsøe Holding A/S. The IGM journey was
very exciting and despite its inherent nature of
substantial clinical and financial risk and the
disappointment that we it did not succeed in
bringing forward new treatments to patients, we are
proud of what was achieved and hope that IGM
molecules will eventually be a platform for
treatment of severely ill patients.
Other investments
Our passive investments developed well and in line
with our chosen benchmarks. We continue to have a
conservative approach to risk in order to secure a
solid capital reserve.
Frydenlund Ejendomsselskab
The renovation projects are coming to an end, and
we are very pleased with the outcome making the
historical buildings ready for the next 100 years.
The orchard is continuing its path of preserving the
historical site while developing ecological products
with appeal to modern consumers.
Thank you to all our employees that ensure that
“Frydenlund” is being modernized without losing
sight of its history or nature.
JAKOB HALDOR TOPSØE
Chairman
Letter from our chairman
TOPSØE HOLDING A/S
4
Profit before tax amounted to DKK 226 million in
2025 (2024: DKK 419 million).
For the core business revenue amounted to DKK
8,197 million (2024: DKK 8,373), representing a
decrease of 2% compared to 2024. Our financial
performance was affected by ongoing global
market uncertainty, which led to delays in customer
projects and slower than previously anticipated
development of the energy transition.
The revenue decline was primarily driven by
Technology business. The Americas region
experienced the most significant impact, with
revenue declining by -19% year-over-year. This
decrease was primarily due to the impact of
unfavorable foreign exchange rate movements,
increased market uncertainty and imposed tariffs,
all of which contributed to customers postponing
investment decisions. The shortfall in the Americas
was partially offset by revenue growth in EMEA and
Asia Pacific, which increased by 13% and 5%
respectively compared to 2024.
In 2025, the remaining shares in IGM Biosciences
Inc. were sold which impacted the income
statement with a total loss of DKK 534 million (2024:
DKK -244).
EBIT before special items
EBIT before special items amounted to DKK 693
million (2024: DKK 816 million), a decrease of 15%.
The decline in earnings primarily reflects the
challenging commercial environment, amplified by
decreasing commercial margins across our three
main segments, Catalyst business, Technology
business and Power-to-X business. Despite these
headwinds, a continued focus on cost discipline,
cash preservation and flexibility in the production
setup supported earnings and margins throughout
the year. Further an extraordinary income of DKK 118
million from a win in an customer related arbitration
case improved EBITDA and EBIT.
Net profit
In 2025 our net profit amounted to DKK 18 million, a
decrease of DKK 227 million (-93%) compared to
DKK 245 million in 2024.
The profit in Topsoe A/S amounted to DKK 548
million, an increase of DKK 128 million (+30%)
compared to DKK 420 million in 2024. The increase
was mainly driven by high dividends from
investments of DKK 195 million in 2025 compared to
none in 2024, from our investment in Karnaphuli
Fertilizer Company Ltd. (KAFCO) and from the
extraordinary income of DKK 118 million from the
arbitration case. Additionally, the lower special items
costs in 2025 DKK 33 compared to DKK 248 million
in 2024, contributed to the year-over-year increase
in net profit.
The special items amounted to a cost of DKK
33 million, which was lower compared to 2024 (DKK
248 million). The cost was related to an impairment
of an R&D asset of DKK 46 million. Compensation of
an arbitration case related to the closure of our
business in Russia in 2022 offset Special items with
an income of DKK 14 million.
- Financial expenses increased to DKK 423 million
(2024: DKK 315 million). The increase is mainly due to
loss from the investment in IGM Biosciences Inc. of
DKK 534 million in 2025 compared to a loss of DKK
244 million in 2024.
Order backlog and pipeline
The order backlog for the Group reached DKK 4,858
million, slightly lower than 2024 which amounted to
DKK 4,912 million. The lower backlog reflects
continued demand for our products and services,
despite prevailing market uncertainty and delays in
customers' investment decisions. Despite a more
challenging market, we secured new projects for the
production of sustainable aviation fuel (SAF), e-fuels
and conventional fuels in both the EMEA and Asia
Pacific regions.
Cash flow
Our cash flow from operating activities amounted to
DKK 1,250 million in 2025, an increase of 34%
compared to 2024 (DKK 931 million) driven by the
reduced CAPEX investments and an decrease in
cash tied up in working capital.
Investment initiatives
Cash flow from investment activities ended at
DKK-955 million (2024: DKK -2,126 million). Our
investments during 2025 mainly relates to property,
plant and equipment. In 2025, Topsoe A/S remained
committed to the planned investments, with a
primary focus on completing the industrialization of
our SOEC technology. As the project advanced
toward completion, the capital expenditure in 2025
was lower than in 2024.
Return on invested capital (ROIC)
ROIC amounted to 6.1% (2024: 8,0%) as our net
operating profit after tax ended lower than last year
driven by the negative impact related to IGM
Biosciences Inc. and Topsoe A/S’s continued
investments in manufacturing facility in Denmark, as
well as reduced net operating profit after tax.
Return on equity (ROE)
ROE amounted to 0,2% (2024: 2,9%) as our net profit
have decreased with 93%, due to the circumstances
mentioned above.
Financial covenants
Financial covenants as of December 31, 2025, were
all met.
Financial performance
TOPSØE HOLDING A/S
5
Five-year summary
2025
2024
2023
2022
2021
Income statement
DKK million
Revenue
8,197
8,373
9,416
6,845
6,225
EBITDA
1,177
1,214
1,330
928
1,220
Depreciation, amortization and
impairment losses
-484
-398
-398
-354
-336
EBIT before special items
693
816
932
574
884
Special items
-33
-248
0
-43
-26
EBIT after special items
660
568
932
531
858
Net financial income and expenses
-434
-149
-314
-265
-92
Profit from continuing operations
18
245
382
190
585
Profit from discontinuing operations
0
0
0
0
10
Net profit
18
245
382
190
595
Balance sheet
DKK million
Balance sheet total
17,388
17,655
15,735
14,787
13,669
Equity
7,791
8,486
8,512
8,517
8,463
Net working capital
980
1,227
1,065
1,049
1,131
Net interest-bearing debt
1,999
1,763
1,369
608
112
2025
2024
2023
2022
2021
Cash flow
DKK million
Cash flow from operating activities
1,250
931
1,204
988
464
Cash flow from investing activities
-955
-2,126
-1,763
-975
-330
- of which investments in property,
plant and equipment
-1,065
-2,082
-1,736
-787
-334
Free cash flow
295
-1,195
-559
13
134
Cash flow from financing activities
-356
1,076
427
-430
-459
Net cash flow
-61
-119
-132
-417
-325
Employees
Numbers
Average number of employees
2,679
2,251
2,142
Ratios
%
EBITDA margin
14.4
14.5
14.4
14.0
19.8
EBIT before special items margin
8.5
9.7
10.2
8.9
14.5
EBIT after special items margin
8.1
6.8
10.2
8.3
14.1
Return on invested capital (ROIC)
6.1
8.0
11.2
7.8
13.1
Equity ratio
44.8
48.1
54.1
57.6
61.9
Return on equity (ROE)
0.2
2.9
4.5
2.2
7.2
Leverage ratio
1.7
1.5
1.0
0.7
0.1
The ratios have been prepared in accordance with the Recommendations & Financial Ratios produced by the Danish Finance Society and CFA Society Denmark.
TOPSØE HOLDING A/S
6
Outlook statement
Topsoe expects the revenue for 2026 in the range of
DKK 7,600-8,400 million and an EBIT before special
items margin in the range of 0.0-5.0%.
Topsoe’s financial guidance for 2026 reflects
continued geopolitical uncertainty, shifting trade
policies and elevated volatility in raw material prices.
Topsoe will remain focused on cost discipline and
take measures to enhance production efficiency, to
protect cash-flows and remain financially resilient.
Forward-looking statements
Topsoe A/S’ financial reports, whether in the form of
annual reports or interim reports, as well as any
presentations based on such financial reports, and
any other written information released, or oral
statements made, to the public based on this annual
report or in the future on behalf of Topsoe A/S, may
contain forward-looking statements.
These forward-looking statements are based on
current plans, estimates and projections. By their
very nature, forward-looking statements involve
inherent risks and uncertainties, both general and
specific, which may be outside Topsoe A/S’
influence, and which could materially affect such
forward-looking statements.
Topsoe A/S cautions that a number of factors,
including those described in the risk management
part of this report, could cause actual results to
differ materially from those contemplated in any
forward-looking statements.
OUTLOOK 2026
TOPSØE HOLDING A/S
6
TOPSØE HOLDING A/S
8
TOPSOE’S RISK MANAGEMENT
Our Group Risk Management function ensures that
the Senior Leadership Team promotes risk
awareness, engagement and ownership throughout
the organization.
Risks identified as critical are assigned to members
of the Senior Leadership Team, who are responsible
for implementing mitigation strategies for each of
these critical risks. In Topsoe A/S the Senior
Leadership Team, the Audit, ESG & Risk Committee
and the Board of Directors oversee progress in
mitigating all identified risks.
Enterprise risks
Our enterprise risk landscape encompasses all
business areas and activities. These risks reflect
internal uncertainties, as well as external factors
that could impact our financials, operations and
ability to achieve our objectives.
Assessing our 2025 risk picture, we see that the
most significant risks stem from rising geopolitical
uncertainty, including trade wars and shifting
policies and priorities that continue to impact the
industries we serve.
Compared to 2024, actions taken on mitigating risks
across the organization decreased the estimated
impact and likelihood of several risks.
We have outlined the enterprise risks considered
most critical to our business and the actions we are
taking to mitigate them.
RISK MANAGEMENT
TOPSØE HOLDING A/S
8
The Topsøe Holding Group´ risk landscape will continue to evolve as Topsoe A/S
develop technologies to commercialize in new markets and expand offerings in
their core businesses. The activities in the Parent Company Topsøe Holding A/S
do not include any other significant risks.
TOPSØE HOLDING A/S
9
RISK
DESCRIPTION
MITIGATING ACTIONS
SLOWDOWN OF THE
ENERGY TRANSITION
Political backing and regulatory support for the energy transition have become
more uncertain. In 2025, the energy transition market saw hesitation and delays
in governmental mandates, incentives and targets. If this trend continues, it
could result in fewer new e-fuels, low-carbon fuels and renewable fuels projects
reaching FID, thereby reducing demand for net zero-enabling solutions.
The current focus on energy resilience and fuel diversification is driving the
need for alternative fuels, and our solutions are well positioned to deliver on
that need, at scale.
To mitigate these risks and their impact on our business:
→ We consistently advocate for the energy transition, energy resilience and
fuel diversification.
→ We have processes to follow up on customers' journeys toward FID and
provide the necessary support.
→ We maintain a high focus on co-processing opportunities.
PROVING SOEC AT
INDUSTRIAL SCALE
In 2025, we continued to see positive developments in our Power-to-X business.
Our SOEC manufacturing facility was inaugurated in October; we signed a new
contract with Forestal del Atlántico and have a strong pipeline of customers,
including multiple FEED studies. Performance tests are continuing to produce
positive results. However, we still need to prove industrial-scale production and
therefore face uncertainties related to product performance, product lifetime
and cost-effectiveness.
Should the risk materialize, we could face higher-than-expected costs in
servicing and replacing SOEC stacks, potentially affecting our reputation and
market opportunities.
To mitigate these risks and their impact on our business:
→ We conduct comprehensive lab tests of SOEC cells and stacks. Additionally,
we have long-term core demonstrations running at our premises.
→ We implement risk-mitigating clauses in commercial contracts.
→ We continuously work to optimize our products.
GEOPOLITICAL RISKS
As a global company, we face geopolitical risks that can impact our operations.
Changes in global policies, tariff- and non-tariff trade barriers, as well as
tensions and conflicts, have the potential to affect sales opportunities and
disrupt our supply chains. Not least, geopolitical development may shift
policymakers' focus and priorities away from energy transformation.
The evolving geopolitical landscape also has the potential to increase global
uncertainty, creating a more fragile and unpredictable economy. Economic
activity plays a fundamental role in shaping the global process technology
market, and a more uncertain economy may lead to reduced demand for our
products as well as customers postponing or cancelling projects as they
become more cost focused.
To mitigate these risks and their impact on our business:
→ We monitor geopolitical tensions to enhance our capacity for timely
strategic business decisions.
→ We track key activities and relationships with stakeholders and customers
who might be affected by escalating tensions and shifting policies.
→ We have established a cross-functional task force to promptly respond to
changes in tariffs and trade barriers.
→ We leverage our flexibility in having two production sites in different regions.
→ We conduct diligent financial planning, remain cost-conscious, assess
multiple future scenarios in our planning and ensure we have a toolbox of
instruments ready to mitigate potential impacts on our business.
TOPSØE HOLDING A/S
10
RISK
DESCRIPTION
MITIGATING ACTIONS
NEW POWER-TO-X
BUSINESS MODEL
Our new business model in Power-to-X involves more intricate and longer-term
contracts with our customers than in our traditional business. Additionally, it
entails a new and more complex supply chain with a higher dependency on
deliveries from our vendors.
To mitigate these risks and their impact on our business:
→ We have established an Asset Management function within the Power-to-X
organization, detailing processes and specifying roles and responsibilities.
→ We are closely monitoring critical suppliers and identifying alternative
vendors.
TECHNOLOGICAL
COMPETITIVE
ADVANTAGES
In an increasingly competitive market where the pace of innovation is accelerating,
we depend on our ability to bring new and innovative solutions to the market.
Failure to maintain our competitive technological advantages could lead to lower
prices and lost business opportunities.
To mitigate these risks and their impact on our business:
→ We have a strong focus on cost-reducing initiatives ensuring competitive
prices for our solutions.
→ We continuously improve the quality of our product portfolio.
→ We focus strongly on intellectual property (IP) and research and
development (R&D).
CYBER ATTACKS
Major cyber attacks have targeted companies worldwide across all industries in
recent years. As a knowledge-based and increasingly digitized company, we are
exposed to cyber security risks, which we monitor continuously.
A significant cyber attack could lead to severe business disruption and loss of
confidential information.
To mitigate these risks and their impact on our business:
→ In 2024 and 2025, we implemented our Security Improvement
Program and will continue to do so throughout 2026. This has already
significantly improved our resilience to cyber attacks.
→ We engage in cyber communities through the Danish Cyber Defence
alliance.
→ We address information security as an integral part of all future IT
projects.
INFRINGEMENT OF
INTELLECTUAL
PROPERTY
Intellectual property (IP) rights are critical to our business, exposing us to risks in this
area. Increased third-party collaboration in new markets heightens this risk.
If our IP is lost or infringed, we could lose business and revenue opportunities. If we
are accused of infringing third-party IP, we could be blocked from commercializing
certain technologies in specific areas.
To mitigate these risks and their impact on our business:
→ We focus on maintaining a highly qualified IP department.
→ We regularly review and update our IP strategy.
→ We ensure that Freedom to Operate analysis is part of our product development
process and is evaluated before launching new products and technologies.
→ We ensure proper contractual regulations of IP in relevant agreements.
→ We have processes to scrutinize IP sharing and development structures for each
broader-scope opportunity.
TOPSØE HOLDING A/S
11
RISK
DESCRIPTION
MITIGATING ACTIONS
TRADE CONTROLS AND
BUSINESS ETHICS
As our supply chain and customer base are global, we face risks associated with
doing business with sanctioned or otherwise restricted counterparties, or in
countries subject to trade prohibitions. The global nature of our business also
involves the risk of us – directly or through intermediaries – winning or retaining
business and/or other commercial advantages through corrupt practices.
Business ethics, including anti-corruption and access to effective grievance
mechanisms, are fundamental to sustainable corporate governance.
Actual or suspected non-compliance with sanctions, export controls and anti-
corruption laws and regulations could lead to significant reputational damage.
Actual breaches could also result in financial penalties, contract termination
and liability for breach of contract, as well as loss of trade privileges and access
to major markets and imprisonment of individual company directors.
To mitigate these risks and their impact on our business:
→ We continue our compliance due diligence of agents and other
intermediaries, business partners in high-risk jurisdictions and other high-risk
counterparts, in line with our global Third-Party Assurance Policy.
→ We provide regular training for internal stakeholders to ensure awareness of
their roles and responsibilities regarding compliance.
→ We maintain updated trade controls and anti-corruption risk assessments
based on our operational activities as well as changes in laws and
enforcement activity.
→ We promote our Compliance Hotline to proactively address any practices
that could lead to breaches of laws and regulations.
ACCESS TO
EQUIPMENT AND RAW
MATERIALS
Our production processes rely heavily on complex equipment and raw materials
which have strict quality requirements.
Disruptions to our supply chain could halt or delay production and increase
costs for equipment and materials from alternative sources.
To mitigate these risks and their impact on our business:
→ We establish strategic partnerships with selected suppliers.
→ We implement robust risk management frameworks and conduct analysis of
all suppliers.
→ We continuously work on qualifying alternative suppliers.
TOPSØE HOLDING A/S
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TOPSØE HOLDING A/S
12
TOPSØE HOLDING A/S
13
TOPSØE HOLDING A/S
14
TOPSØE HOLDING A/S
16
1. Basis of reporting 22
1.1. Basis of preparation 22
1.2. Changes in accounting policies and
new standards 24
1.3. Key accounting estimates and
judgments 25
2. Income statement 25
2.1. Segment information 25
2.2. Revenue 27
2.3. Other operating income 28
2.4. Staff costs 28
2.5. .Special items 29
2.6. Income tax and deferred tax 30
3. Operating assets and liabilities 32
3.1. Intangible assets 32
3.2. Property, plant and equipment 34
3.3. Right-of-use assets 36
3.4. Other non-current assets 37
3.5. Inventories 40
3.6. Trade receivables 41
3.7. Contract assets and liabilities 42
3.8. Other receivables and prepayments 43
3.9. Securities 43
3.10. Provisions and contingent liabilities 44
3.11. Other payables 45
3.12. Deferred income 46
3.13. Supply chain financing 46
4. Capital structure and financial items 47
4.1. Equity and dividends 47
4.2. Hybrid capital 48
4.3. Borrowings and lease liabilities 49
4.4. Financial assets and liabilities 50
4.5. Financial income and expenses 55
5. Other notes 56
5.1. Share-based payment 56
5.2. Fee to auditors 57
5.3. Related parties 57
5.4. Cash flow specifications 58
5.5. Commitments 58
5.6. Events after the balance sheet date 58
5.7. Group enterprises 59
5.8. Financial definitions 60
TOPSØE HOLDING A/S
16
CONSOLIDATED
FINANCIAL STATEMENTS
Consolidated income statement 17
Consolidated statement of comprehensive income 17
Consolidated balance sheet 18
Consolidated cash flow statement 19
Consolidated statement of change in equity 20
Notes
TOPSØE HOLDING A/S
17
Consolidated income statement
DKK million
Note
2025
2024
Revenue
2.2
Other operating income
2.3
Purchased equipment for contract work
-605
-499
Raw materials and consumables used
-3,020
-2,913
Other external expenses
-1,311
-1,484
Staff costs
2.4
-2,263
-2,368
EBITDA
Depreciation, amortization and impairment losses
-484
-398
EBIT before special items
Special items
2.5
-33
-248
EBIT after special items
Result of investments in joint ventures and associated companies
3.4
-539
-260
Financial income
4.5
Financial expenses
4.5
-423
-315
Profit before tax
Tax
2.6
-208
-174
Net profit
Attributable to:
Shareholders of Topsøe Holding A/S
-217
Non-controlling interests
Hybrid capital holders of Topsøe Holding A/S
Net profit
Consolidated statement of comprehensive income
DKK million
Note
2025
2024
Net profit
Foreign currency translation adjustment
-230
Fair value adjustment to cash flow hedges
Other
Items that will be reclassified to the income statement
-230
Fair value adjustment to investments in other enterprises
Actuarial adjustments to pension obligations
Items that will not be reclassified to the income statement
Other comprehensive income, net of tax
-215
Total comprehensive income
-197
Attributable to:
Shareholders of Topsøe Holding A/S
-436
Non-controlling interests
Hybrid capital holders of Topsøe Holding A/S
Total comprehensive income
-197
TOPSØE HOLDING A/S
18
Consolidated balance sheet
DKK million
Note
2025
2024
Assets
Goodwill
3.1
Patents
3.1
Software
3.1
Assets under construction
3.1
Intangible assets
Land and buildings
3.2
Plant and machinery
3.2
Other fixtures and equipment
3.2
Assets under construction
3.2
Property, plant and equipment
Right-of-use assets
3.3
Deferred tax
2.6
Other non-current assets
3.4
Non-current assets
Inventories
3.5
Trade receivables
3.6
Contract assets
3.7
Other receivables and prepayments
3.8
Securities
3.9
Cash
Current assets
Assets
DKK million
Note
2025
2024
Equity and liabilities
Share capital
4.1
Share premium
4.1
Reserves
4.1
Retained earnings
Equity attributed to the owners of the parent company
Hybrid capital
Non-controlling interest
Total Equity
Pension obligations
Deferred tax
2.6
Provisions
3.10
Borrowings
4.3
Lease liabilities
4.3
Other payables
3.11
Deferred income
3.12
Non-current liabilities
Provisions
3.10
Borrowings
4.3
Lease liabilities
4.3
Contract liabilities
3.7
Trade payables
Tax payables
2.6
Other payables
3.11
Deferred Income
3.12
Current liabilities
Liabilities
Equity and liabilities
TOPSØE HOLDING A/S
19
Consolidated cash flow statement
DKK million
Note
2025
2024
EBITDA
Special items
2.5
-33
-248
Adjustments for non-cash items
5.4
Change in working capital
5.4
-187
Interest received, etc.
Interest paid, etc.
-167
-73
Corporate income tax paid
-148
-90
Cash flows from operating activities
Purchase of intangible assets
-189
-139
Purchase of property, plant and equipment
-1,065
-2,082
Investments in non-current financial assets
-31
-49
Purchase of current financial assets
-143
Sales of non-current financial assets
Sale of current financial assets
Dividend received
Cash flows from investing activities
-955
-2,126
DKK million
Note
2025
2024
Loans raised, borrowings
4.3
Installments, borrowings
4.3
-100
-1.359
Installments on lease liabilities
-94
-76
Sale, purchase of, and dividend of treasury shares, net
-85
-11
Share capital received
Hybrid capital received
Dividend paid
-259
-432
Coupon payments on hybrid capital
-96
Cash flows from financing activities
-356
Cash flow for the year
-61
-119
Cash and cash equivalents at 1 January
Cash flow for the year
-61
-119
Foreign currency translation adjustments
-13
-13
Cash and cash equivalents at 31 December
TOPSØE HOLDING A/S
20
Consolidated statement of change in equity
DKK million
Share
capital
Share
premium
Foreign
currency
translation
reserve
Reserve for
financial
assets
measured
at fair value
Hedge
reserve
Reserves*
Retained
earnings
Equity
attributable
to the owners
of Topsoe
A/S
Hybrid
capital
Non-
controlling
interest
Total
equity
Equity at 1 January 2025
-1
Net profit
-217
-217
Foreign currency translation adjustment
-230
-230
-230
-230
Fair value adjustment to investments in other enterprises
Actuarial adjustments to pension obligations, net of tax
Other comprehensive income, net of tax
-230
-222
-219
-215
Total comprehensive income
-230
-222
-214
-436
-197
Capital increase
Purchase of own shares
-63
-63
-27
-90
Sale of own shares
Dividend paid to owners
-213
-213
-213
Dividend paid to non-controlling interests
-46
-46
Coupon payments, hybrid capital, net of tax impact
-38
-19
-57
Share-based payments, net of tax
Transactions with owners
-259
-259
-38
-86
-383
Equity at 31 December 2025
-1
TOPSØE HOLDING A/S
21
Consolidated statement of change in equity (continued)
DKK million
Share
capital
Share
premium
Foreign
currency
translation
reserve
Reserve for
financial
assets
measured
at fair value
Hedge
reserve
Reserves*
Retained
earnings
Equity
attributable
to the owners
of the parent
company
Hybrid
capital
Non-
controlling
interest
Total
equity
Equity at 1 January 2024
-12
Net profit
Foreign currency translation adjustment
Fair value adjustment to cash flow hedges
Fair value adjustment to investments in other enterprises
Actuarial adjustments to pension obligations, net of tax
Other comprehensive income, net of tax
Total comprehensive income
Capital increase
Purchase of treasury shares
-10
-10
Sale of treasury shares
Dividend paid to owners
-318
-318
-318
Dividend paid to non-controlling interests
-114
-114
Issue of hybrid capital
Redemption of hybrid capital
Share-based payments, net of tax
-1
-1
-1
Transactions with owners
-314
-314
Equity at 31 December 2024
-1
TOPSØE HOLDING A/S
22
Introduction
The financial statements for 2025 comprise the
consolidated financial statements of Topsøe
Holding A/S and its subsidiaries.
The consolidated financial statements have been
prepared in accordance with the IFRS Accounting
Standards, as adopted by the EU, and further
requirements in the Danish Financial Statements Act
for class C large companies.
The financial statements are presented in Danish
kroner (DKK) and rounded to the nearest million,
unless otherwise stated. The functional currency of
the parent company is DKK.
The Board of Directors considered and approved
the 2025 Annual Report of Topsøe Holding A/S
on 5 March 2026. The Annual Report will be
submitted to the shareholders of Topsøe Holding
A/S for approval at the Annual General Meeting on
27 April 2026.
Basis of measurement
The consolidated financial statements have been
prepared on the historical cost basis, except for
derivatives and investments in other enterprises,
which are measured at fair value.
The accounting policies have been applied
consistently for the financial year and for the
comparative figures.
Basis of consolidation
The consolidated financial statements comprise the
parent company, Topsøe Holding A/S, and all
subsidiaries over which Topsøe Holding A/S
exercises control and can use its power to influence
the variability of the result.
The consolidated financial statements have been
prepared by summarizing the financial statements
of the parent company and the subsidiaries, which
have been prepared in accordance with the Group's
accounting policies. Intra-group balances, income,
expenses, shareholdings, dividends and realized and
unrealized gains and losses have been eliminated.
Foreign currency
Functional currency
A functional currency is determined for each Group
enterprise. The functional currency is the currency
used in the primary economic environment in which
the enterprise operates.
Foreign currency translation
On initial recognition, foreign currency transactions
are translated into the functional currency at the
exchange rate at the transaction dates. Exchange
differences between the exchange rates at the
transaction date and the date of payment are
recognized in the income statement under financial
income or expenses.
Monetary items in foreign currency are translated at
the exchange rates at the balance sheet date. The
difference between the exchange rates at the
balance sheet date and the transaction date is
recognized in the income statement under financial
income or expenses.
Foreign currency translation differences arising on
the translation of non-monetary items are
recognized directly in other comprehensive income.
Recognition in the consolidated financial statements
On preparation of the consolidated financial
statements, the income statements of Group
enterprises with a functional currency other than
Danish kroner are translated at the exchange rate at
the transaction dates and balance sheet items are
translated at the exchange rate at the balance sheet
date.
Foreign exchange differences arising on translation
of the opening equity at the exchange rate at the
balance sheet date and on translation of non-
current intercompany balances considered part of
the net investment are recognized in other
comprehensive income under foreign currency
translation reserve.
Foreign exchange differences arising from the
translation of the income statement from the
exchange rate at the transaction dates to the
exchange rate at the balance sheet date are also
recognized in other comprehensive income. All
items in other comprehensive income are
recognized net of tax.
Other accounting policies
Purchased equipment for contract work
Purchased equipment for contract work comprises
hardware etc. is related to the revenue recognized
over time. The recognition of purchased equipment
for contract work is recognized and measured as
the actual progress of the work performed.
Raw materials and consumables used
Raw materials and consumables used comprise raw
materials and consumables used to achieve the
revenue for the year, and changes in inventory levels
during the year, including shrinkage, waste
production and any write-downs for obsolescence.
Other external expenses
Other external expenses comprise expenses for
premises, sales and distribution as well as office
expenses, etc. and are expensed in the income
statement as they occur.
Deferred income
Deferred income comprises payments received in
respect of income in subsequent years related to
government grants.
Presentation
Cash flow statement
The cash flow statement is presented in accordance
with the indirect method.
Cash flows from operating activities are stated as
EBITDA adjusted for non-cash items, change in
working capital, interest received and paid, and
corporate income tax paid. Cash flows from
investing activities comprise cash flows from
purchase and sale of non-current assets and
dividends received. Cash flows from financing
activities comprise cash flows from borrowings,
purchase and sale of treasury shares, installments
on lease liabilities and payments to and from
shareholders.
1. Basis of reporting
1.1. Basis of preparation
Notes
TOPSØE HOLDING A/S
23
Cash and cash equivalents comprise cash at hand
and deposits with financial institutions.
Materiality in financial reporting
In preparing the Annual Report, Management has
sought to improve the information value of the
consolidated financial statements, the notes to the
statements and other measures disclosed by
presenting the information in a way that supports
the understanding of the Group's performance in
the reporting period which has resulted in
immaterial reclassifications and changes.
This objective is achieved by presenting fair
transactional aggregation levels for line items and
other financial information, emphasizing information
that is considered of material importance to the
user and providing relevant rather than generic
descriptions throughout the Annual Report. All
significant and relevant disclosures are made in
compliance with the IFRS Accounting Standards, the
Danish Financial Statements Act and other relevant
regulations, ensuring a true and fair view throughout
the Annual Report.
Presentation of items and subtotals
The presentation of items and subtotals is based on
separate classification of material groups of similar
items. In the income statement, income and
expense items are classified based on the ‘nature of
expense' method in accordance with IAS 1.
Furthermore, special items are used to improve the
transparency and understanding of the Group's
financial statements by separating the ordinary
activities of the Group from exceptional items.
Please refer to note 2.5 Special items for further
information.
TOPSØE HOLDING A/S
23
1.1 Basis of preparation
TOPSØE HOLDING A/S
24
The accounting policies are unchanged from
last year.
Implementation of new standards, amendments,
and interpretations
Topsøe Holding Group adopts new IFRS standards,
amendments, and interpretations (IFRICs) from the
mandatory effective date at the latest.
Amendments have been made to IFRS standards
effective for financial years beginning on or after
1 January 2025 including 'IAS 21, Foreign exchange
rates' – Lack of exchangeability.
Topsoe has assessed the effect of the amendments
and concluded that all amendments effective for
financial years beginning on or after 1 January 2025
are either not relevant to the Group or have no
significant effect on the financial statements.
New standards, amendments, and interpretations
adopted but not yet effective
The following new standards, amendments, and
interpretations of relevance to Topsøe Holding A/S
have been adopted by the IASB and the EU. The
standards are not yet effective and will therefore
not be implemented in the annual reports until they
take effect.
→ IFRS 7 and IFRS 9, Classification and
measurement of financial instruments: The
amendment clarifies the requirements for the
timing of derecognition of some financial assets
and financial liabilities. The amendment clarifies
it is the date of settlement which determines the
derecognition of a financial asset or a financial
liability, although under certain circumstances
financial liabilities settled by electronic transfer
may be derecognized earlier. Furthermore, the
amendment contains an assessment of how to
determine whether a payment for financial
assets satisfies the solely payments of principal
and interest test, when the instrument is linked
to the achievement of sustainability targets. The
amendment will be effective for financial years
beginning on or after 1 January 2026. Early
adoption of the amendment is permitted.
→ IFRS 7 and IFRS 9, Contracts referencing nature-
dependent electricity: The amendments
introduce application guidance on when the
‘own use' requirements have been complied with
for contracts referring to nature-dependent
electricity. The amendments also introduce
guidance for the application of hedge
accounting to such contracts when the actual
production differs from the expected
production. The amendments also introduce
additional disclosure requirements for entities
using such contracts. The amendment will be
effective for financial years beginning on or after
1 January 2026. Early adoption of the
amendment is permitted.
The IASB has issued the following new standards,
amendments and new interpretations which could
be relevant to Topsøe Holding A/S, but which have
not yet been adopted by the EU:
→ IFRS 18, Classification and measurement of
financial instruments: This new standard
replaces IAS 1 and implements a new set of
requirements for presentation and disclosures in
the financial statements. The new standard
requires the income statement to be structured
into five categories, while also introducing two
new subtotals. Furthermore, the new term
"Management Performance Measures (MPM)" is
introduced, which must be disclosed in the notes
of the financial statements. The new
requirements for presentation and disclosures
are applicable for all financial statements,
including consolidated financial statements,
separate financial statements, and interim
financial statements. The amendment will be
effective for financial years beginning on or after
1 January 2027. Early adoption of the amendment
is permitted, once approved by the EU. Topsoe
A/S is working to identify the impact of IFRS 18
on the primary financial statements and the note
disclosures.
→ IFRS 19, Subsidiaries without public
accountability: Disclosures. The amendment is a
voluntary standard that eligible subsidiaries can
apply when preparing their own consolidated,
separate or individual financial statements.
These subsidiaries will apply the recognition,
measurement and presentation requirements
set out in other standards, but can replace the
disclosure requirements with the reduced
disclosure requirements. The standard will be
effective for annual reporting periods beginning
on or after 1 January 2027.
The above amendments will be implemented when
they take effect. None of the above are currently
expected to have any significant impact on the
consolidated financial statements, except for IFRS
18, which is expected to have a significant impact on
presentation and disclosures in the financial
statements.
1.2. Changes in accounting policies and new standards
TOPSØE HOLDING A/S
25
When preparing the consolidated financial
statements, Management is required to make
several estimates and judgments. These estimates
and judgments are based on professional
experience, historical data and other factors
available to the Management. Actual results may
differ from the amounts estimated and judgments
made, as more detailed information becomes
available. Accounting estimates and judgments are
continuously evaluated, and the effect recognized in
the financial statements.
Accounting policies
The operating segments are consistent with the
internal reporting to the Executive Management and
the Board of Directors in TOPSOE A/S. The CEO in
TOPSOE is considered the chief operating decision-
maker. The operating segments are managed on the
basis of Operational gross profit as a profitability
measure. Management does not receive reporting
on assets and liabilities by reporting segments.
Segment revenue and costs are those items that, in
the internal management reporting, are directly
attributable to individual segments or can be
indirectly allocated to individual segments on a
reliable basis.
Topsøe Holding Group has identified Catalyst,
Technology and Power-to-X as the reportable
business segments in the Group. Power-to-X is
presented as a separate reportable segment for the
first time. Comparative segment information has
been adjusted to conform with the current year’s
segment structure. The change affects the
allocation between segments only and does not
impact the Group’s total results or financial position.
Catalyst comprises the development, manufacturing
and sale of catalysts used in a wide range of
industrial processes, including ammonia, hydrogen,
methanol and refinery applications.
Technology encompasses the licensing of process
technologies, engineering design, proprietary
equipment and digital solutions for industrial plants,
particularly within the energy transition, clean fuels
and chemical sectors.
Power-to-X consists of all activities, assets, projects,
and technologies related to the conversion of
renewable electricity into alternative forms of
energy, fuels, or chemicals.
Geographical distribution
Topsøe Holding Group operates in three
geographical regions: EMEA, Americas and Asia
Pacific. From a revenue perspective, the US is the
only major country (defined as revenue above 10%),
contributing DKK 2,146 million of the Group's
revenue (2024: 2,262). Furthermore, the revenue
from customers in Denmark amounted to DKK 187
million (2024: 183 million).The geographical revenue
is broken down by the destination of the deliveries
of goods and services.
Intangible assets and property, plant and equipment
are broken down geographically, based on the
physical locations of the assets. Most of the Group's
intangible assets and property, plant and equipment
are located in Denmark and the US, at 79% (2024:
73%) and 19% (2024: 24%), respectively.
Revenue recognition
Within the Technology and Power-to-X segment, the
main part of revenue is recognized over time,
whereas all revenue in the Catalyst segment is
recognized at a point in time.
1.3. Key accounting estimates and judgments
2. Income statement
2.1. Segment information
The primary financial statement items for which more significant accounting estimates and judgments
are applied are:
Note
Significant accounting
estimates and judgments
Nature of
accounting impact
Impact of estimate
and judgment
Determine performance
obligation
Judgment
● ● ●
2.2 Revenue
Determine recognition
method
Judgment
● ● ●
Estimate total cost
to complete
Estimate
● ● ●
3.1 Goodwill
Estimate valuation
of Group enterprises
Estimate
● ● ○
3.5 Inventories
Estimate valuation
of inventory
Estimate
● ● ○
3.9 Provisions and contingent
liabilities
Estimate warranty
provisions
Estimate
● ● ○
Additional information on accounting estimates and judgments is included in the relevant notes.
TOPSØE HOLDING A/S
26
2.1 Segment information (continued)
2025
2024
DKK million
Catalyst
Technology
Power-to-X
Total
Catalyst
Technology
Power-to-X
Total
Revenue
6,174
1,867
156
8,197
6,180
2,014
179
8,373
Operational cost of goods sold
-3,798
-878
-39
-4,715
-3,484
-886
17
-4,353
Operational gross profit
2,376
989
117
3,482
2,696
1,128
196
4,020
Reconciliation to net result
Operational gross profit
3,482
4,020
Other costs and income, net
-2,278
-2,782
EBITDA
1,204
1,238
Depreciation, amortization and impairment losses
-476
-391
EBIT before special items
728
847
DKK million
2025
2024
Revenue per region
EMEA
3,338
2,942
Americas
2,845
3,520
Asia Pacific
2,014
1,911
Total revenue
8,197
8,373
DKK million
2025
2024
Property, plant and equipment, intangible assets and right-of-use assets per region
EMEA
5,562
4,692
Americas
1,384
1,686
Asia Pacific
70
59
Total property, plant and equipment, intangible assets and right-of-use assets per region
7,016
6,437
TOPSØE HOLDING A/S
27
Accounting policies
Revenue from contracts with customers is
recognized in the income statement when control of
the goods or services has been transferred to the
customer, i.e. when goods or services are delivered.
Revenue is recognized exclusive of VAT and net of
discounts relating to sales.
The Group's revenue can be divided into three main
categories: Catalyst sales, Technology sales and
Power-to-X sales. The majority of Catalyst sales are
paid after delivery typically with 30-60 days of
credit, but in certain situations the Group receives
prepayments. The payment terms are considered
consistent within the markets Topsoe operates. The
timing difference between revenue recognition and
payment results in contract assets when
performance obligations are satisfied prior to
payment, and contract liabilities when payment is
received prior to satisfaction of performance
obligations. Technology and Power-to-X sales are
paid in installments over the contract's lifetime. The
Group strives to be cash flow positive on all
technology contracts at any time during project
execution. Topsoe recognize revenue over time
where i) Topsoe's performance does not create an
asset with an alternative use and Topsoe has an
enforceable right to payment for performance
completed to date or when, ii) Topsoe customers
simultaneously receives and consumes our services
or iii) Topsoe creates or enhances an asset that the
customer controls as the asset is created or
enhanced. Revenue from contracts not fulfilling the
above conditions are recognized at the point in time
when control is transferred to the customer.
Revenue from Catalyst sales is recognized at the
point in time when control has been transferred.
Revenue from Technology sales and Power-to-X
sales is mainly recognized over time, except for
revenue relating to performance obligations not
fulfilling the over-time recognition criteria (e.g. non-
customizable spare part sales), cf. above. For over-
time revenue recognition, Topsoe uses the
percentage-of-completion method based on
incurred versus forecasted contract costs, which
means that revenue equals the selling price of the
work completed for the year. This method is applied
when total revenue and cost in respect of the
contract and the percentage-of-completion at the
balance sheet date can be measured reliably, and it
is probable that economic benefits, including
payments, will flow to the Group. The transaction
price of a contract is allocated to performance
obligations, e.g. delivered Catalyst, Technology
and/or Power-to-X projects.
Accounting estimates and judgments
Judgment is applied when determining whether a
contract for the sale of technology or catalysts or a
combination thereof, involves one or more
performance obligations. Judgments are made by
Management when determining if a performance
obligation is recognized as revenue over time or at a
point in time. The judgments relate to whether there
is an alternative use of the assets sold and whether
there is an enforceable right to payment throughout
the contractual term. The percentage-of-
completion is determined on the basis of the share
of contract costs incurred compared to forecasted
contract costs. Forecasted costs are partly based on
an estimate which is largely based on historical
experience. Estimates and judgments are made
when assessing forecasted cost of Technology and
Power-to-X projects. Expected income and costs of
Technology projects may be adjusted gradually as
projects progress and any uncertainties are clarified.
The revenue note is a part of our compliance with
selected data points from ESRS SBM-1.
2.2. Revenue
DKK million
2025
2024
Revenue per business area
Catalysts
6,174
6,180
Technology
1,867
2,014
Power-to-X
156
179
Total revenue
8,197
8,373
Revenue split on categories and recognition method
Revenue recognized at a point in time
6,174
6,180
Catalyst revenue
6,174
6,180
Revenue recognized at a point in time
305
403
Revenue recognized over time
1,562
1,611
Technology revenue
1,867
2,014
Revenue recognized at a point in time
95
1
Revenue recognized over time
61
178
Power-to-X revenue
156
179
Total revenue
8,197
8,373
Backlog and previously recognized contract liabilities
Backlogs
Within one year
3,813
3,711
More than one year
1,046
1,200
Revenue recognized that was included in the contract liability balance at the
beginning of the year
354
659
TOPSØE HOLDING A/S
28
Accounting policies
Other operating income comprises income of a
secondary nature to the Group's main activities,
mainly comprising of grants provided for research
projects and construction of property, plant and
equipment and other services of secondary nature.
Grants
Grants are recognized when there is reasonable
assurance that the grants will be received. Grants
received for research and development projects as
well as grants for the construction of property, plant
and equipment are recognized as deferred income
and systematically recognized in other operating
income. See also note 3.11 regarding deferred
income.
Included in other operating income is DKK 118 million
released from prepayments received from a
customer, relating to a win in a customer-related
arbitration case.
Accounting policies
Staff costs are recognized in the financial year in
which the employees render the related service.
Costs related to long-term employee benefits, e.g.
share-based payments, are recognized in the
periods in which the benefits are earned.
2.3. Other operating income
DKK million
2025
2024
Other operating income
Government grants
39
87
Private grants
11
0
Other operating income
129
18
Total other operating income
179
105
2.4. Staff costs
DKK million
2025
2024
Staff costs
Wages, salary and other remuneration
1,977
2,096
Share-based payment
10
16
Pension costs - defined contribution plans
216
204
Pension costs - defined benefit plans
0
6
Social security cost and other staff costs
156
180
Total
2,359
2,502
Transferred to assets
-96
-134
Total staff costs
2,263
2,368
Average number of employees
2,899
2,840
Remuneration of Senior Leadership Team and fee to Board of Directors
Short-term employee benefits
72
87
Share-based payment
7
10
Post-employment benefits
4
4
Termination benefits
0
0
Total remuneration of Senior Leadership Team
83
101
Fee to Board of Directors
17
20
Total remuneration of Senior Leadership Team and Board of Directors
100
121
Total remuneration of Executive Management and the Board of Directors is included in note 3 to the parent financial statements
TOPSØE HOLDING A/S
29
Accounting policies
Special items comprise exceptional income and
costs which by their nature are not related to the
Group's ordinary operating activities. These are
irregular and non-recurring in nature and includes
costs related to significant organizational
restructuring, etc.
Accounting estimates and judgments
In the classification of special items, judgment is
applied to ensure that only exceptional items not
associated with the ordinary operations of the
Group are included.
Restructuring cost
In 2025, Topsøe Holding Group has won an
arbitration case and received a reimbursement of
DKK 14 million related to legal fees recognized as
special items in 2024, arising from the closure of our
business in Russia in 2022 (2024: DKK 17 million).
Provisions regarding restoration cost
In 2024, following reassessments and commitments
related to the environmental impact of our
production sites and the decommissioning of closed
production lines, Topsøe Holding Group recognized
provisions totaling DKK 170 million for restoration
costs across three production sites. In 2025, no
special items related to restoration costs were
recognized.
Provisions regarding disposals of assets
In 2025, no provisions were recognized in relation to
asset disposals. In 2024, management recognized a
provision of DKK 15 million to settle a claim related
to the divestment of enterprises in 2017.
Write-down of fixed assets
In 2024, a change in the use of an R&D asset
resulted in an extraordinary impairment of DKK 50
million. In 2025, the asset was fully impaired, and
special items were impacted by DKK 47 million as
the intended use case did not materialize.
Other financial income
No financial income was recognized as special items
in 2025. In 2024, financial income included a release
of trapped cash of DKK 4 million.
Non-cash impact
The total non-cash impact of these special items in
2025 amounted to DKK 47 million (2024: DKK 235
million, and specified as non-cash items in the cash-
flow, cf. note 5.4.
2.5. Special items
TOPSØE HOLDING A/S
30
Accounting policies (continued)
Tax for the year
Income tax comprises current tax for the year,
changes in deferred tax for the year as well as any
adjustments to prior years. Tax attributable to the
profit for the year is recognized in the income
statement, whereas tax attributable to other
comprehensive income transactions is recognized
through other comprehensive income.
Current tax
Tax receivable and tax payable is recognized in the
balance sheet as tax calculated on the taxable
income for the year adjusted for tax on taxable
income for previous years and for prepaid tax.
Deferred tax
Deferred tax is measured using the balance sheet
liability method in respect of temporary differences
between the carrying amount and the tax base of
assets and liabilities. Deferred tax is not recognized
in respect of goodwill.
Deferred tax is measured on the basis of the tax
rules and tax rates of the relevant countries that will
be effective under current legislation at the balance
sheet date on which the deferred tax is expected to
materialize as current tax.
Deferred tax assets, including the tax base of tax
loss carryforwards, are recognized as non-current
assets at the expected value of their utilization.
Deferred tax assets and tax liabilities are offset if the
enterprise has a legally enforceable right to offset
current tax liabilities and tax assets or intends either
to settle current tax liabilities and tax assets on a net
basis or to realize the assets and liabilities
simultaneously.
Pillar II legislation has been implemented in some of
the jurisdictions in which subsidiaries of the Group
operate. The Group has assessed the applicable tax
legislation for the regions in which the Group
operates to determine potential exposure to Pillar II
tax liability.
The Group performed this assessment based on
current information available regarding Group
enterprise operations, as well as applicable effective
tax rates in each affected jurisdiction. Based on the
information gathered and the result of the
assessment, most jurisdictions have been
determined to be out of scope of the new
regulations based on the de minimis safe harbor
rule. For the remaining jurisdictions, the Pillar
simplified effective tax rates are above 16% and
Management does not have reason to believe that
there are any circumstances that would result in the
Pillar II simplified effective tax rate in any of those
countries dropping below 16%. Based on this
assessment, the Group does not expect to be
subject to any Pillar II top-up taxes. Moreover, no
deferred tax is recognized in relation to Pillar II.
Accounting estimates and judgments
Management applies judgments when recognizing
and measuring deferred tax assets. Deferred tax
assets, including the tax base of tax loss
carryforwards, are recognized if it is assessed that
they can be utilized. This assessment is based on
business plans and knowledge of the business.
The Group is, from time to time, a party to tax
disputes. Management assesses the likely outcome
based on knowledge available of the substance of
the disputes, including opinions from external tax
experts.
The effective tax rate was broadly unchanged
compared with 2024. The effective tax rate
continues to exceed the Danish corporate income
tax rate, primarily due to write-downs recognized on
assets in the Group’s US entities.
2.6. Income tax and deferred tax
DKK million
2025
2024
Income tax
Current tax for the year
171
129
Change in deferred tax for the year
26
33
Adjustments to prior years
11
12
Total income tax recognized in the income statement
208
174
Income tax recognized in other comprehensive income
-31
0
Total income tax recognized in comprehensive income
177
174
Effective tax rate, %
Danish corporate tax rate
22,0%
22,0%
Non-deductible expenses
65,9%
17,0%
Income not subject to tax
-6,1%
0,0%
Differences in foreign tax rates
5,9%
4,4%
Adjustments relating to prior years
2,5%
1,1%
Other adjustments
1,6%
-3,0%
Effective tax rate
91,8%
41,5%
TOPSØE HOLDING A/S
31
2.6 Income tax and deferred tax (continued)
DKK million
Intangible
assets and
property,
plant and
equipment
Inventories
Contract
assets
Provisions
Other
Total
Deferred tax at 1 January 2025
241
4
497
-32
-18
692
Foreign currency translation adjustments
-8
1
0
-2
2
-7
Tax for the year
81
-7
17
-10
3
84
Tax for previous years
1
0
-10
0
-63
-72
Tax on equity
0
0
-1
0
-10
-11
Deferred tax at 31 December 2025
315
-2
503
-44
-86
686
Recognized as deferred tax asset
-7
Recognized as deferred tax liability
693
Deferred tax at 31 December 2025
686
Of this, due after more than 1 year
400
Not recognized deferred tax assets regarding unused tax losses (no expiry date)
18
Deferred tax at 1 January 2024
155
8
503
-18
-7
641
Foreign currency translation adjustments
4
-1
0
1
-1
3
Tax for the year
82
-3
-7
-18
-12
42
Tax for previous years
0
0
1
0
2
3
Tax on equity
0
0
0
3
0
3
Deferred tax at 31 December 2024
241
4
497
-32
-18
692
Recognized as deferred tax asset
-7
Recognized as deferred tax liability
699
Deferred tax at 31 December 2024
692
Of this, due after more than 1 year
439
Not recognized deferred tax assets regarding unused tax losses (no expiry date)
21
TOPSØE HOLDING A/S
32
Accounting policies
Goodwill
Goodwill is the positive difference between the cost
of an acquisition and fair value of identifiable net
assets in the acquired enterprise. Goodwill is
measured at cost less accumulated impairment
losses.
Goodwill is tested for impairment annually and when
there is an indication of impairment. Goodwill is
written down to the recoverable amount through
the income statement. The recoverable amount is
determined as the present value of expected cash
flows of the cash-generating unit to which goodwill
has been allocated. Impairment indicators comprise
e.g. reduced earnings compared to expected future
results or material negative development trends in
the sector or the economy in the markets of the
enterprise.
Impairment loss relating to goodwill is not reversed.
Other intangible assets
Patents are measured at cost less accumulated
amortization and impairment losses and are
amortized on a straight-line basis over the
remaining patent term, but not exceeding 10 years,
due to the notoriously fast development in applied
technologies.
Acquired or internally developed software is
measured at cost less accumulated amortization
and impairment losses. Software is amortized on a
straight-line basis over 3-5 years.
Intangible assets under construction comprises
development projects and consists of clearly
defined and identifiable projects where the
following requirements are met: the technical
feasibility, adequacy of resources and a potential
future market can be demonstrated; it is intended to
manufacture, market or utilize the project; the cost
can be reliably determined; and there is reasonable
certainty that the future earnings or net selling
prices will cover the carrying amount as well as the
costs necessary to finalize the project as incurred.
Intangible assets under construction are measured
at cost less accumulated impairment losses. The
cost includes wages, amortization and other costs
relating to the Group's development activities. On
completion the development work is transferred to
the relevant category.
Intangible assets, other than intangible assets under
construction, are tested for impairment when there
is an indication of impairment. Impairment
indicators include reduced earnings compared to
expected future results or material negative
development trends in the sector or the economy in
the markets of the enterprise. Intangible assets
under construction are subject to impairment
testing at least annually, regardless of whether there
are any indicators of impairment. These are
reviewed for impairment at each reporting date and
tested annually to ensure that their carrying amount
does not exceed their recoverable amount.
Intangible assets are written down to the
recoverable amount through the income statement
if lower than the carrying amount. The recoverable
amount is the higher of the fair value of the asset
less the expected cost to sell and its value in use.
Impairment losses relating to other intangible assets
are reversed if the recoverable amount
subsequently increases.
Impairment
Goodwill is not subject to amortization, but is tested
for impairment at least annually, irrespective of
whether there is any indication that it may be
impaired.
Recoverability of assets is measured by comparing
the carrying amount of the asset or CGU with the
recoverable amount, which is the higher of the
asset’s or CGU’s value in use and its fair value less
costs to sell. If the carrying amount of an asset, or of
the CGU to which the asset belong, is higher than its
recoverable amount, the carrying amount is reduced
to the recoverable amount, and an impairment loss
is recognized in the consolidated statement of
profit or loss.
Impairment test – Goodwill
The recoverable amount of the CGU, defined as the
Group enterprise Topsoe A/S, was tested on the
basis of fair value-in-use, estimated using
discounted cash flows, considering a five-years cash
flow projection period and extrapolated using a
terminal value for cash flows beyond the projection
period.
The cash flows, used for impairment tests,
projections are based on the budget for 2026 and a
single digit revenue growth rate. The growth rate is
supported by historical growth trajectory. The
terminal value for the period after 2030 was
determined on the assumption of 2% growth which
represents the projected inflation rate. The pre-tax
discount rate applied is 9%, estimated based on the
industry average weighted average cost of capital.
The recoverable amount of the CGU is subject to
estimation uncertainties and changes to the key
assumptions may have significant risk of resulting in
material adjustments in future periods.
Goodwill was tested for impairment at 31 December
2025. The test did not result in any impairment. The
sensitivity analysis assesses the impact og changes
in cash flows and discount rates on the impairment
test results.
3. Operating assets and liabilities
3.1. Intangible assets
TOPSØE HOLDING A/S
32
TOPSØE HOLDING A/S
33
3.1 Intangible assets (continued)
DKK million
Goodwill
Patents
Software
Assets under
construction
Intangible
assets
Cost at 1 January 2025
3,285
241
361
102
3,989
Additions during the year
0
41
23
89
153
Disposals during the year
0
-15
-20
-1
-36
Transfers during the year
0
0
62
-62
0
Reclassification from property, plant
and equipment
0
0
0
37
37
Currency translation
0
0
-1
1
0
Cost at 31 December 2025
3,285
267
425
166
4,143
Amortization and impairment losses
at 1 January 2025
0
100
237
0
337
Amortizations for the year
0
36
66
1
103
Impairment losses during the year
0
0
0
36
36
Disposals during the year
0
-15
-20
-1
-36
Currency translation
0
0
-1
1
0
Amortization and impairment losses
at 31 December 2025
0
121
282
37
440
Carrying amount at 31 December
2025
3,285
146
143
129
3,703
Research and development costs
expensed in 2025
753
DKK million
Goodwill
Patents
Software
Assets under
construction
Intangible
assets
Cost at 1 January 2024
3,310
206
270
107
3,893
Additions during the year
0
42
20
77
139
Disposals during the year
-26
-8
-9
-1
-44
Transfers during the year
0
1
81
-82
0
Currency translation
1
0
-1
1
1
Cost at 31 December 2024
3,285
241
361
102
3,989
Amortization and impairment losses
at 1 January 2024
25
76
197
1
299
Amortizations for the year
0
31
49
1
81
Impairment losses during the year
0
0
0
0
0
Disposals during the year
-26
-8
-9
-1
-44
Currency translation
1
1
0
-1
1
Amortization and impairment losses
at 31 December 2024
0
100
237
0
337
Carrying amount at 31 December
2024
3,285
141
124
102
3,652
Research and development costs
expensed in 2024
745
TOPSØE HOLDING A/S
34
Accounting policies
Property, plant and equipment are measured at cost
less accumulated depreciation and impairment
losses. Property, plant and equipment under
construction are measured at cost less impairment
loss.
The cost comprises the acquisition price and
expenses directly attributable to preparing the asset
for its intended use. The present value of estimated
expenses for dismantling and disposing of the asset
as well as restoration expenses are added to the
cost if such expenses are recognized as a provision.
Material borrowing cost are allocated to qualifying
assets based on funds borrowed specifically for
obtaining the asset, while funds borrowed generally
for the construction of the individual asset are also
added to cost.
Cost of self-constructed assets are recognized as
property, plant and equipment in progress on an
ongoing basis until the assets are ready for use and
comprises direct and indirect expenses for labor,
materials, components and sub-suppliers.
Property, plant and equipment are accounted for
as separate items if the useful life of the individual
assets is different.
3.2. Property, plant and equipment
DKK million
Land and buildings
Plant and machinery
Other fixtures and
equipment
Assets under
construction
Property, plant and
equipment
Cost at 1 January 2025
1,548
2,918
1,101
3,119
8,686
Additions during the year
22
24
34
1,027
1,107
Disposals during the year
-1
-16
-22
-1
-40
Transfers during the year
36
87
59
-182
0
Reclassification to intangible assets
0
0
0
-37
-37
Foreign currency translation adjustment
-77
-160
-8
-32
-277
Cost at 31 December 2025
1,528
2,853
1,164
3,894
9,439
Depreciation and impairment losses at 1 January 2025
374
1,607
733
82
2,796
Depreciations for the year
45
120
108
0
273
Impairment losses during the year
0
0
0
47
47
Disposals during the year
-1
-9
-21
-1
-32
Foreign currency translation adjustment
-10
-63
-4
-10
-87
Depreciation and impairment losses at 31 December 2025
408
1,655
816
118
2,997
Carrying amount at 31 December 2025
1,120
1,198
348
3,776
6,442
Property, plant and equipment under construction mainly comprises of cost relating to our SOEC factory in Herning, Denmark, which is expected to be commissioned during 2026. . Borrowing cost added to Property, plant and equipment amount to DKK 24 million (2024: 76
million) for the year. The capitalization rate used to determine the amount of borrowing costs to be capitalized is the weighted average interest rate applicable to the entity’s general borrowings during the year, in this case 3.54% (2024: 4.8%).
TOPSØE HOLDING A/S
35
Accounting policies (continued)
Depreciation based on cost reduced by impairment
loss and residual value is calculated on a straight-
line basis over the expected useful lives of the
assets, which are:
Buildings 13-40 years
Plant and machinery 5-10 years
Other fixtures and equipment 4-20 years
Land is not depreciated.
The residual value and useful lives of the assets are
reassessed annually and adjusted if necessary.
Property, plant and equipment are tested for
impairment when there is an indication of
impairment. Impairment indicators are similar to
those stated in the section on intangible assets.
Additionally, indicators include damage to the asset
or changed use of the asset. Property, plant and
equipment are written down to recoverable amount
through the income statement if this is lower than
the carrying amount.
The recoverable amount is the higher of the fair
value of the asset less the expected cost to sell and
its value in use. Impairment losses are reversed if the
recoverable amount subsequently increases.
Lessor
When the Group is the lessor in a lease agreement
classified as an operational lease, the lease asset is
recognized as property, plant and equipment and
depreciated over the useful life. Lease income is
recognized in other operating income.
Accounting estimates and judgments
Judgment is applied in determining the depreciation
period and future residual value and is generally
based on historical experience. These are
reassessed annually.
Furthermore, judgment is applied in determining
whether impairment indicators are present.
3.2 Property, plant and equipment (continued)
DKK million
Land and buildings
Plant and machinery
Other fixtures and
equipment
Assets under
construction
Property, plant and
equipment
Cost at 1 January 2024
1,008
2,102
913
2,580
6,603
Additions during the year
305
385
113
1,279
2,082
Disposals during the year
-1
-44
-88
-6
-139
Transfers during the year
224
427
162
-813
0
Foreign currency translation adjustment
12
48
1
79
140
Cost at 31 December 2024
1,548
2,918
1,101
3,119
8,686
Depreciation and impairment losses at 1 January 2024
336
1,502
717
30
2,585
Depreciations during the year
35
117
102
0
254
Impairment losses during the year
0
0
0
56
56
Disposals during the year
-1
-44
-87
-6
-138
Foreign currency translation adjustment
4
32
1
2
39
Depreciation and impairment losses at 31 December 2024
374
1,607
733
82
2,796
Carrying amount at 31 December 2024
1,174
1,311
368
3,037
5,890
TOPSØE HOLDING A/S
36
Accounting policies
Whether a contract contains a lease or a service
arrangement is assessed at contract inception. For
contracts that contain a lease, the Group recognizes
a right-of-use asset and a lease liability. The right-
of-use asset is initially measured at cost, being the
initial amount of the lease liability. The right-of-use
asset is subsequently depreciated using the
straight-line method over the lease term. The right-
of-use asset is periodically adjusted for certain
remeasurements of the lease liability and reduced
by any impairment losses.
The lease term determined by the Group is the non-
cancellable period of a lease, together with
extension/termination option if these are reasonably
certain to be exercised.
The lease liability is initially measured at the present
value of the lease payments outstanding at the
commencement date, including payments from
extension options that are considered reasonably
certain to be exercised, discounted using the
incremental borrowing rate. The lease liability is
measured using the effective interest method.
The lease liability is remeasured when there is a
change in future lease payments, typically due to a
change in index on property leases, or if there is a
reassessment of whether an extension or
termination option will be exercised. A
corresponding adjustment is made to the right-of-
use asset, or in the income statement when the
right-of-use asset has been fully depreciated.
Short-term leases (less than 12 months) and leases
relating to low-value assets are not recognized in
the balance sheet.
Accounting estimates and judgments
Management has evaluated extension options
primarily related to office rentals. In most cases,
extension options are not included, as the Group
could replace the assets without significant costs or
business disruption.
The majority of lease contracts relate to lease of
office buildings. Please see note 4.3 Borrowing and
lease liabilities for information about the lease
liabilities.
The Group has entered into a lease contract under
which the Group is obligated to purchase the
property at a price of DKK 74 million after
termination of the lease contract in 2036. The
purchase obligation is included in the lease liability.
3.3. Right-of-use assets
DKK million
Land and
buildings
Other fixtures
and equipment
Right-of-use
assets
Carrying amount at 1 January 2025
454
0
454
Additions during the year
77
7
84
Disposals during the year
-14
0
-14
Depreciation during the year
-71
-2
-73
Currency translation
-12
0
-12
Carrying amount at 31 December 2025
434
5
439
Carrying amount at 1 January 2024
384
3
387
Additions during the year
125
0
125
Disposals during the year
0
-1
-1
Depreciation during the year
-57
-1
-58
Currency translation
2
-1
1
Carrying amount at 31 December 2024
454
0
454
DKK million
2025
2024
Interest expense (included in financial expenses)
24
22
Expense relating to short-term leases (included in other external expenses)
0
3
Expense relating to leases of low-value assets that are not shown above as
short-term leases (included in other external expenses)
20
0
Revenue from subleases
7
5
Total cash flow for leases
92
74
TOPSØE HOLDING A/S
37
Accounting policies
Investments in associated
companies and joint ventures
Entities in which the Group directly or indirectly
controls at least 20%, but not more than 50%, of the
voting rights are accounted for as associated
companies.
Entities where the Group has joint control, typically
established by contractual agreement and requiring
unanimous consent for key decisions, are accounted
for as investment in joint ventures.
Investments in joint ventures are recognized and
measured under the equity method. The
proportional share of the result after tax of
investments in joint ventures is recognized in the
Group's income statement.
Investments with negative net asset values are
recognized at DKK 0 million.
Pension assets
Pension plan assets are only recognized to the
extent that the Group is able to derive future
economic benefits such as refunds from the plan or
reductions of future contributions.
Other investments
Investments in other enterprises are measured at
fair value at the balance sheet date. For listed
investments, fair value adjustments are recognized
in the income statement. The unlisted investments
were irrevocably designated at fair value through
other comprehensive income as the Group
considers these investments to be strategic in
nature, where fair value adjustments are recognized
through other comprehensive income under the
reserve for financial assets measured at fair value.
Other receivables
Receivables are measured at amortized cost less
expected credit loss.
Accounting estimates and judgments
Investments in other enterprises are measured at
fair value at the balance sheet date. In the event
that fair value cannot be derived from an active
market, Management is required to assess and
selects an appropriate method for determination of
the fair value. In this case, the fair value is measured
at the discounted value of expected future cash
flows or using other generally accepted valuation
techniques.
Material assumptions comprise expected future
cash flows, discount rates and growth rates for the
period.
3.4. Other non-current assets
DKK million
Investments
in associated
companies
Investments
in joint
ventures
Pension
assets
Other
securities
and
investment
s
Other
receivables
Total
Cost at 1 January 2025
1.030
51
84
547
51
1.763
Foreign currency translation
adjustment
0
-1
-9
0
-1
-11
Additions during the year
0
0
11
1
30
42
Disposals during the year
-1.030
0
0
0
0
-1.030
Transfers during the year
0
-26
-86
0
112
0
Cost at 31 December 2025
0
24
0
548
192
764
Value adjustment at 1 January
2025
-362
-17
0
-269
-12
-660
Profit/loss for the year
-533
-5
0
11
0
-527
Disposals during the year
895
0
0
0
0
895
Value adjustments for the year
0
2
0
0
-32
-30
Transfers during the year
0
16
0
0
-16
0
Value adjustment at 31
December 2025
0
-4
0
-258
-60
-322
Carrying amount at 31 December
2025
0
20
0
290
132
442
TOPSØE HOLDING A/S
38
Investments in associated companies
IGM Biosciences Inc., Mountain Veiw, US
Topsøe Holding A/S has in 2025 sold the remaining
shares in IGM Biosciences Inc. The loss from this
amounts to DKK 534 million in 2025.
Investments in joint ventures:
Shaanxi Yanchang Topsoe Catalytic Technologies Co.
Ltd., Weinan, China
The Group has in 2021-2022 invested DKK 25 million
in Shaanxi Yanchang Topsoe Catalytic Technologies
Co. Ltd, corresponding to 49% of the share capital.
No further investments have been made in 2023-
2025. The joint venture is a limited liability company
incorporated in China. The company operates a
minor production line. The share of net result after
tax is DKK -3 million (2024: DKK -1 million).
Zaffra B.V., Netherlands
Zaffra B.V. is a joint venture (50:50) between Topsoe
and Sasol, created to pursue the production of
sustainable aviation fuel (SAF). The company's
business objectives are to develop projects to build,
own and operate facilities to produce SAF within the
next decade. Topsoe considered the shareholder
loan provided to Zaffra as a financial asset and not
part of the net investment subject to the equity
method. Accordingly, the investment has been
reduced to nil, after taking in the negative net profit
of DKK 2 million, and the shareholder loan has been
transferred to “Other receivables”, measured at
amortized cost less impairment. The carrying
amount has been written down to reflect Topsoe’s
share of Zaffra’s accumulated losses which
amounted to DKK -36 million (2024: DKK -16 million).
Listed equity investments
Topsoe has some minor investments in publicly
traded companies that are measured at the latest
public available share prices, attributable to Level 1
in the fair value hierarchy. The fair value at year-end
2025 amounts to DKK 4 million (2024: DKK 2 million).
Fair value adjustment for the year is DKK 2 million.
Karnaphuli Fertilizer Limited, Dhaka, Bangladesh
(KAFCO)
The Group holds shares in KAFCO of nominally BDT
692 million, equivalent to 15% of the shares in
3.4 Other non-current assets (continued)
TOPSØE HOLDING A/S
38
DKK million
Investments
in associated
companies
Investments
in joint
ventures
Pension
assets
Other
securities
and
investments
Other
receivables
Total
Cost at 1 January 2024
1,030
24
63
547
36
1,700
Foreign currency translation
adjustment
0
1
3
0
0
4
Additions during the year
0
26
18
0
15
59
Disposals during the year
0
0
0
0
0
0
Cost at 31 December 2024
1,030
51
84
547
51
1,763
Value adjustment at 1 January
2024
-164
-3
0
-298
-16
-481
Profit/loss for the year
-356
-16
0
0
0
-372
Dilution gain
-5
0
0
0
0
-5
Additions during the year
140
0
0
0
0
140
Disposals during the year
0
0
0
0
0
0
Value adjustments for the year
-21
2
0
29
4
14
Foreign currency translation
adjustment
44
0
0
0
0
44
Value adjustment at 31
December 2024
-362
-17
0
-269
-12
-660
Carrying amount at 31 December
2024
668
34
84
278
39
1,103
DKK million
2025
2024
Result of investments in joint ventures and associated companies
Share of result of joint ventures, net of tax
-5
-16
Share of result of associated companies, net of tax
-534
-239
Gain/loss in connection to dilution
0
-5
Total result of investments in joint ventures and associated companies
-539
-260
Other securities and investments:
DKK million
2025
2024
Listed equity investments - Level 1
4
2
Unlisted equity investments - Level 3
Karnaphuli Fertilizer Limited, Dhaka, Bangladesh (KAFCO)
178
156
Ramagundam Fertilizers and Chemicals Limited
58
68
Liquid Wind, SE
47
47
Others
3
5
Fair value of other equity investments
290
278
TOPSØE HOLDING A/S
39
KAFCO. The shares are measured at fair value based
on a discounted cash flow calculation using the
present forecast and expectations for KAFCO's
business development.
The fair value of the investment is DKK 178 million
(2024: DKK 156 million). Thus, a fair value adjustment
of DKK 22 million have been made in 2025.
Ramagundam Fertilizers and Chemicals Limited,
New Delhi, India
The Group has an investment in Ramagundam
Fertilizers and Chemicals Limited, corresponding to
4% of the share capital. The company is
constructing a fertilizer plant in India.
The fair value of the investment is DKK 58 million
(2024: DKK 68 million). In 2025, the fair value has
been adjusted by DKK -10 million (2024: DKK
1 million).
Liquid Wind AB, SE
At the end of 2025, the Group has invested a total of
DKK 21 million in Liquid Wind, corresponding to
approx. 4.9% of the share capital. The purpose of the
company is to develop, finance, build and manage
commercial-scale e-methanol facilities. By applying
the latest known price from December 2024 of
shares sold between independent parties, the fair
value of the investment has been calculated at DKK
47 million at year-end 2025 (2024: DKK 47 million).
These are categorized as Level 3 in the fair value
hierarchy, as the figures used are not directly
observable.
General information and key assumptions
The valuation of unlisted equity investments in
KAFCO and Ramagundam is based on the net
present value of the expected future cash flows
using a discount rate based on the inherent risk and
investment-specific assumptions as set out below.
As a non-controlling shareholder, Topsoe receives
yearly financial updates/annual reports from the
companies and other information from the
management of the companies, and a team in the
Group's finance department then reviews the
calculations and/or updates the internal valuations.
The Group's finance department also has a team
that reviews and/or carries out the valuations of
financial items required for financial reporting
purposes, including level 3 fair values. This team
reports directly to the Chief Financial Officer (CFO).
Discussions of valuation processes and results are
held between the CFO, the valuation team and the
finance department at least once every six months,
in line with the Group's half-yearly reporting periods.
The basis for the fair value calculations is the pre-tax
cash flow from the most recent budgets, financial
forecasts for a 5-10 year period and a subsequent
terminal period.
The following information summarizes the
quantitative information about the significant
unobservable inputs used in Level 3 fair value
measurements and how a reasonable change in the
input would affect the fair value:
3.4 Other non-current assets (continued)
Unlisted equity securities, significant unobservable inputs:
Range of inputs
2025
2024
KAFCO
Yearly earnings margin, short medium term / Average
19%-28% /
23%
11%/11%
Earnings margin, long term
19%
10%
Perpetual growth rate
2%
2%
Risk adjusted discount rate
19%
11%
A change in the yearly earnings margin of +/- 5% point would result in a change in fair value of DKK 82 million (2024: DKK 67 million)
and DKK -82 million (2024: -67 million), respectively.
A change in the perpetual growth rate in the terminal period of +/- 1% point would result in a change in fair value of DKK 6 million
(2024: DKK 10 million) and DKK -5 million (2024: DKK -17 million), respectively.
A change in the risk-adjusted discount rate of +/- 1% point would result in a change in fair value of DKK -8 million (2024: DKK -14
million) and DKK 9 million (2024: DKK 17 million), respectively.
RAMAGUNDAM
Yearly earnings margin, short medium term / Average
9%-12% /
10%
14-
18%/16%
Earnings margin, long term
9%
13%
Perpetual growth rate
2%
2%
Risk adjusted discount rate
12%
14%
A change in the yearly earnings margin of +/- 5% point would result in a change in fair value of DKK 43 million (2024: DKK 70 million)
and DKK -43 million (2024: DKK -70 million), respectively.
A change in the perpetual growth rate in the terminal period of +/- 1% point would result in a change in fair value of DKK 12 million
(2024: DKK 17 million) and DKK -10 million (2024: DKK -14 million, respectively.
A change in the risk-adjusted discount rate of +/- 1% point would result in a change in fair value of DKK -13 million (2024: DKK -19
million) and DKK 16 million (2024: DKK 23 million), respectively.
LIQUID WIND AB
Share price, non-listed negotiated price
A change in the share price directly corresponds to the fair value recognized.
A change in share price of +/- DKK 5 in share price would incur a change in fair value of DKK 3 million (2024: DKK 3 million) and DKK -
3 million (2024: DKK -3 million), respectively. As the company is in its start-up phase, no reliable forecasts and budget available for
calculation of fair value and valuations technique. However, the fair value measurement is calculated using the most recent entry
share price for new external investors.
TOPSØE HOLDING A/S
40
Accounting policies
Inventories are measured at the lower of cost or net
realizable value. Cost is determined using the first-
in, first-out method. Cost comprises direct
production costs such as raw materials,
consumables and labor as well as indirect
production costs. Production costs for work in
progress and finished goods include indirect
production costs such as staff costs, depreciation,
and maintenance.
Accounting estimates and judgments
The calculation of indirect production costs is
reviewed on a regular basis to ensure that all
relevant assumptions such as prices, production
yield and capacity utilization are incorporated
correctly. Changes in the assumptions could have a
significant impact on the gross margin and the
overall measurement of inventories.
Inventories are written down to net realizable value
if this is lower than cost. A potential impairment
requirement is primarily assessed based on
production quality and the development in sales
market. The net realizable value is calculated as the
revenue expected to be generated less selling
expenses.
Reversal of write-downs is attributable to disposal or
reuse of impaired goods in production.
As of 31 December 2025 the indirect production
cost capitalized as inventory amounts to DKK 161
million (2024: DKK 153 million).
3.5. Inventories
TOPSØE HOLDING A/S
40
DKK million
2025
2024
Inventories
Raw materials and consumables
675
669
Intermediate products
232
201
Finished goods
1,239
1,381
Inventories at 31 December
2,146
2,251
Cost of sales for the year
3,945
3,504
Write-down of inventories
Impairment at 1 January
167
97
Foreign currency translation adjustment
-4
2
Additions during the year
80
85
Reversals during the year
-33
-5
Realized during the year
-26
-12
Write-down at 31 December
184
167
TOPSØE HOLDING A/S
41
Accounting policies
Trade receivables are measured in the balance
sheet at amortized cost less expected credit loss.
Accounting estimates and judgments
The expected credit loss is based on historical credit
loss experience combined with forward-looking
information.
3.6. Trade receivables
DKK million
Gross trade
receivables
Expected loss
rate (%)
Loss
allowance
Trade
receivables
Aging of trade receivables and
expected credit loss,
2025
Not due
1,388
0
0
1,388
1-90 days
351
0
0
351
91-180 days
75
0
0
75
180-360 days
86
6
-5
81
360+ days
84
17
-14
70
At 31 December 2025
1,984
-19
1,965
Aging of trade receivables and
expected credit loss,
2024
Not due
1,542
0
0
1,542
1-90 days
310
0
0
310
91-180 days
65
0
0
65
180-360 days
47
28
-13
34
360+ days
35
66
-23
12
At 31 December 2024
1,999
-36
1,963
DKK million
2025
2024
Loss allowance
Loss allowance at 1 January
36
26
Foreign currency translation adjustment
-1
1
Additions during the year
2
25
Reversals during the year
-16
0
Realized during the year
-2
-16
Loss allowance at 31 December
19
36
Trade receivables due after more than 1 year
1
2
TOPSØE HOLDING A/S
42
Accounting policies
Contract work in progress
Contract work in progress is measured at the selling
price of the work completed calculated on the basis
of the percentage-of-completion. The percentage
of-completion is determined on the basis of the
share of contract costs incurred compared to the
forecasted contract costs. This method is found to
be the best method to reflect the progress.
Prepayments are offset against contract work in
progress. Received payments on account exceeding
the selling price of the work completed are
recognized in contract work in progress under
current liabilities, whereas contract assets occurs
when the selling price of the work completed
exceeds the received payments.
Where it is probable that the total contract cost will
exceed the total revenue from a contract, the
expected loss is recognized as a cost in the income
statement.
Where the selling price cannot be measured reliably,
the selling price is measured at the lower of costs
incurred and net realizable value.
Please refer to accounting estimates and judgments
in note 2.2 Revenue.
Topsoe uses the simplified approach according to
IFRS 9 when assessing impairment of the work in
progress net balances. In addition, Topsoe assesses
impairment on a contract-by-contract basis, and if
an impairment on a contract is probable, we
recognize the expected loss and a related provision.
3.7. Contract assets and liabilities
DKK million
2025
2024
Contract assets and liabilities
Contract work in progress
292
372
Contract assets at 31 December
292
372
Contract work in progress
1,124
940
Prepayments from customers related to catalysts, etc.
279
325
Contract liabilities at 31 December
1,403
1,265
Net contract work in progress has increased due to revenue recognition exceeding
actual invoicing during the year, mainly impacting contract liabilities.
Contract work in progress
Selling price of work completed at the balance sheet date
6,712
6,741
Payments received on account
-7,544
-7,309
Contract work in progress at 31 December
-832
-568
Contract work in progress recognized in contract assets
292
372
Contract work in progress recognized in contract liabilities
-1,124
-940
Contract work in progress at 31 December
-832
-568
Net contract assets and liabilities at 1 January
-893
-1,048
Additions during the year
-2,258
-2,066
Recognized during the year
2,040
2,221
Net contract assets and liabilities at 31 December
-1,111
-893
TOPSØE HOLDING A/S
43
Accounting policies
Other receivables are measured at amortized cost.
Expenses relating to sales work and the winning of
contracts are recognized in the income statement
as incurred, except agent commissions, which are
recognized when the relevant performance
obligations have been delivered – either at a point in
time or over time.
Accounting policies
Securities are measured at fair value at the balance
sheet date. Gains and losses from securities are
recognized in the Income statements under
“Financial income” and Financial expenses”
respectively.
3.8. Other receivables and prepayments
TOPSØE HOLDING A/S
43
DKK million
2025
2024
Indirect tax receivables
62
80
Derivatives
2
0
Other receivables
53
40
Prepayments
172
146
Other receivables and prepayments at 31 December
289
266
Agent commission for obtaining contracts
Agent commission recognized as prepayments
14
9
Agent commission recognized in the income statement during the year.
24
31
DKK million
2025
2024
Securities
Equity funds
805
806
Bond funds
712
671
Securities at December 31
1,517
1,477
3.9. Securities
TOPSØE HOLDING A/S
44
Accounting policies
Provisions are recognized when, due to an earlier
event, the Group has a legal or constructive
obligation and it is expected that the settlement of
the obligation will require an outflow of resources.
Provisions are measured on the basis of
Management's best estimate of the amount at
which the obligation is expected to be met and are
discounted if deemed material.
Contingent liabilities comprise possible obligations
which have not yet been confirmed or cannot be
measured reliably, but which will result in an outflow
of resources if realized.
Provision for restoration costs of DKK 166 million is
measured at the present value of Management's
best estimate of the expenditure required to settle
the present obligation at the end of the reporting
period. The provision is a result of assessments and
commitments regarding the environmental impact
of our production sites and decommissioning of
closed production lines.
The costs required to settle the liability are
discounted if the effect is material to the
measurement of the provision. The discount rate
used to determine the present value is a pre-tax rate
that reflects current market assessments of the
time value of money and the risks specific to the
liability. The increase in the provision due to the
passage of time is recognized as interest expense.
Other provisions relates to our obligations in respect
of our own carbon emissions and are recognized
when our actual emissions exceed our holding of
carbon emission allowances.
Accounting estimates and judgments
Warranty provisions is comprised of warranty
provision relating to our catalyst, technology and
PtX business. Warranties are provisioned based on
historical levels as well as estimated amounts
required for settling specific warranty cases.
Furthermore, the warranty provision for technology
projects reflects the expected risk associated with
the various technologies. Warranty provisions can
be impacted by unexpected quality issues affecting
our Catalyst, Technology or PtX solutions.
Management continuously assesses provisions,
including contingencies and the likely outcome of
pending and potential legal proceedings. The
outcome of these depends on future events which
are uncertain by nature.
The assessments may involve advice from external
experts and legal advisors.
3.10. Provisions and contingent liabilities
DKK million
Provision for
warranty
Provision for
restoration
costs
Other
provisions
Total
Provisions at 1 January 2025
147
170
0
317
Exchange adjustment
0
-8
0
-8
Provision during the year
37
0
11
48
Reversal of provisions during the year
-21
0
0
-21
Unwinding of discount
0
4
0
4
Transfer to other items
0
0
0
0
Realized during the year
-13
0
0
-13
Provisions at 31 December 2025
150
166
11
327
Non-current part of provisions
84
106
0
190
Current part of provisions
66
60
11
137
Provisions at 31 December 2025
150
166
11
327
Provisions at 1 January 2024
173
11
0
184
Exchange adjustment
0
0
0
0
Provision during the year
31
170
0
201
Reversal of provisions during the year
-47
-11
0
-58
Unwinding of discount
0
0
0
0
Transfer to other items
0
0
0
0
Realized during the year
-10
0
0
-10
Provisions at 31 December 2024
147
170
0
317
TOPSØE HOLDING A/S
45
Guarantees
Guarantees have been issued by banks and credit
insurance institutions to customers on the Group's
behalf to cover project-related risk, such as
prepayments received and performance. If a
guarantee materializes, banks and credit insurance
institutions have recourse against the Group. A
provision is recognized if a guarantee is expected to
materialize.
Contingent liabilities and contingent assets
The Group is a party to a number of court cases and
legal disputes. Management assesses that none of
these will significantly impact the Group's financial
position.
Topsøe Holding Group has won an arbitration case
in 2024 where costs redeemed in 2025 amounted to
DKK 14 million which is recognized in Special items,
as the cost to carry the arbitration case in 2024
were recognized in special items.
Through participation in the joint taxation scheme
with Topsøe Holding A/S, the Group is jointly and
severally liable for taxes, etc. payable in Denmark.
There are no significant contingent assets or
liabilities apart from the above.
Accounting policies
Other payables are measured at amortized cost,
mainly corresponding to nominal value.
Staff-related items primarily comprise employee
holiday provision, provision for Group bonus and
payroll taxes due.
3.10 Provisions and contingent liabilities (continued)
DKK million
2025
2024
Guarantees issued on the Groups behalf for project related risks
1,002
854
Guarantees at 31 December
1,002
854
3.11. Other payables
DKK million
2025
2024
Other payables
Staff-related payables
430
535
Other payables
76
103
Other payables at 31 December
506
638
Classification of other payables
Non-current liabilities
109
108
Current liabilities
397
530
Other payables at 31 December
506
638
TOPSØE HOLDING A/S
46
Accounting policies
Deferred income comprises payments received in
respect of income in subsequent years related to
government grants and is recognized in the income
statement as other operating income on a
systematic basis over the periods in which the
related costs are incurred.
Grants recognized during the year
During 2025, Topsøe Holding Group recognized
grants of DKK 51 million (2024: DKK 87 million) as
other operating income, primarily relating to
support for research and development activities.
As of 31 December 2025, deferred income related to
grants amounted to DKK 640 million (2024: DKK 316
million).
Deferred income mainly relates to the first two
portions of portions received of the EUR 94 million
grant from the EU Innovation Fund (EUIF) to partially
fund the construction of the SOEC production site
in Herning, Denmark. Topsoe has received EUR 38
million and EUR 47 million in 2024 and 2025,
respectively, As of year end 2025, the EUIF grant is
recognized as deferred income amounted to DKK
631 million (2024: DKK 280 million). The EUIF grant is
to be be recognized in the income statement as
other operating income throughout the lifetime of
the SOEC factory asset, which is expected to
commence in 2026.
As of 31 December 2025, Topsøe Holding Group has
not identified any material unfulfilled conditions or
contingencies related to government grants
recognized.
See also note 2.3, Other operating income.
Accounting policies
Topsøe Holding Group has established a supplier
finance arrangement that is offered to a select
group of our strategic suppliers with whom we have
ongoing business relationships. Participation in the
arrangement is at the suppliers' own discretion.
Suppliers that participate in the supplier finance
arrangement will receive early payment of invoices
sent to Topsøe Holding Group from Topsøe Holding
Group's external finance provider. If suppliers
choose to receive early payment, they pay a fee to
the finance provider to which Topsøe Holding Group
is not party. In order for the finance provider to pay
the invoices, the invoices must be approved and
uploaded by Topsøe Holding Group to the finance
provider.
Payments to suppliers ahead of the invoice due date
are processed by the finance provider and, in all
cases, Topsøe Holding Group settles the original
invoice by paying the finance provider in line with
the original invoice maturity date. Topsøe Holding
Group provides no security to the finance provider.
All trade payables subject to the supplier finance
arrangement are included in trade and other
payables in the consolidated balance sheet within
the trade payables line.
Liabilities that are part of supply chain financing are
due 60-120 days after the invoice date. Comparable
liabilities that are not part of supply chain financing
are due from 30-90 days after the invoice date.
There were no significant non-cash changes in the
carrying amount of the trade payables included in
Topsoe's supplier finance arrangement.
3.12. Deferred income
DKK million
2025
2024
Deferred income at 1 January
339
45
Additions
370
381
Released to other operating income
-51
-87
Deferred income at 31 December
658
339
Non-current part of deferred income
628
280
Current part of deferred income
30
59
Provisions at 31 December 2025
658
339
3.13. Supply chain financing
DKK million
2025
2024
Carrying amount of trade payables that are part of a supplier finance arrangement
in balance sheet
141
0
Of which suppliers have received payment
55
0
TOPSØE HOLDING A/S
47
Foreign currency translation reserves
The foreign currency translation reserve comprises
all translation adjustments arising from translation
of financial statements of Group enterprises with a
functional currency other than Danish kroner as well
as translation adjustments concerning non-current
intercompany balances that are considered a part
of the net investment in such enterprises.
Reserves for financial assets measured at fair value
The reserve for financial assets measured at fair
value comprises the accumulated net change in the
fair value of investments in other enterprises
classified as financial assets measured at fair value
through other comprehensive income.
Hedging reserve
The hedging reserve includes the cash flow hedge
reserve, which is used to recognize the effective
portion of gains or losses on derivatives that are
designated and qualify as cash flow hedges, as
described in note 4.4. Amounts are subsequently
either transferred to the initial cost of inventory or
reclassified to profit or loss as appropriate.
Dividend
The proposed dividend for the financial year is
recognized in retained earnings.
Under Danish corporate law, reserves available for
distribution as dividends are based on the financial
statements of the parent company, Topsøe Holding
A/S. Dividends are paid from distributable reserves.
The nominal value of each share is DKK 1. All issued
shares have been paid. No shares carry any special
right. The capital increase is due to the Employee
Share Program (see note 5.1 Share-based payment
for further information).
4. Capital structure and financial items
4.1. Equity and dividends
Accounting policies
Number
2025
2024
Shares
Shares at 1 January
2,200,000
2,200,000
Capital increase
0
0
Shares at 31 December
2,200,000
2,200,000
TOPSØE HOLDING A/S
48
Hybrid capital comprises issued bonds from May
2024 of EUR 200 million. The issued hybrid capital is
accounted for as a hybrid capital reserve in equity.
The classification is based on the special
characteristics of the hybrid bond, where the
bondholders are subordinate to other creditors, and
our subsidiary Topsoe A/S may defer and ultimately
decide not to pay the coupon. Any deferred
coupons outstanding in 3024 will be cancelled.
However, deferred coupon payments become
payable if Topsoe A/S decides to pay dividends to
shareholders. Coupon payments are recognized in
equity. For further details on the hybrid capital,
please see table below.
As the principal of the securities ultimately falls due
in 3024, its discounted fair value is zero due to the
terms of the securities. Therefore, a liability of zero
has been recognized in the balance sheet, and the
full amount of the proceeds has been recognized as
equity. Coupon payments are recognized in the
cash flow statement in the same way as dividend
payments within financing activities.
Below is a specification of the movements related to
the hybrid capital.
Hybrid capital is treated in accordance with the
rules on compound financial instruments based on
the characteristics of the bonds. The notional
amount, which constitutes a liability, is recognized at
present value, and equity has been increased by the
difference between the net proceeds received and
the present value of the discounted liability. The part
of the hybrid capital that is accounted for as a
liability is measured at amortized cost. The carrying
amount is zero on initial recognition and due to the
1,000-year term of the hybrid capital, amortization
charges will only have an impact on the income
statement for the years at the end of the 1,000-year
term of the hybrid capital. Coupon payments are
accounted for as dividends and are recognized
directly in equity when the obligation to pay arises.
The obligation to pay coupon payments is at the
Coupon payments are recognized in the cash flow
statement in the same way as dividend payments
within financing activities.
On redemption of the hybrid capital, the payment
will be distributed between liability and equity,
applying the same principles as used when the
hybrid capital was issued. The difference between
the payment on redemption and the net proceeds
received on issue is recognized directly in equity as
the debt portion of the existing hybrid issues will be
nil during the first part of the life of the hybrid
capital. On the date on which the Board of Directors
decides to exercise an option to redeem the hybrid
capital, the part of the hybrid capital that will be
redeemed will be reclassified to loans and
borrowings. The reclassification will be made at the
market value of the hybrid capital at the date the
decision is made. Following the reclassification,
coupon payments and exchange rate adjustments
will be recognized in the income statement as
financial income or expenses.
4.2. Hybrid capital
Coupon payments
6.750%
6.750%
Nominal value of hybrid capital
EUR 200 million
Classification in financial statements
Equity
Issued
May 2024
Maturing
May 3024
First call date
May 23, 2029
Interest
For the first four years
6.750%
For the following years
The prevailing 5-year EUR swap rate plus the initial credit spread
plus step-up 5.00%
DKK million
2025
2024
Hybrid capital, 1 January
1,462
0
Issue of new hybrid capital
0
1,417
Cost associated with new hybrid capital
0
-14
Paid coupons to Hybrid Bond holders
-96
0
Tax deductibility, coupons Hybrid Bond
35
0
Comprehensive Income attributable to Hybrid Bond holders
96
59
Hybrid capital, 31 December
1,497
1,462
Accounting policies
TOPSØE HOLDING A/S
49
Borrowings are initially recognized at the proceeds
received net of transaction costs incurred.
Subsequently, the loans are measured at amortized
cost, corresponding to capitalized value, using the
effective interest rate, so that the difference
between the proceeds and the nominal value is
recognized in the income statement over the term
of the loan.
4.3. Borrowings and lease liabilities
Accounting policies
DKK million
Borrowings
Lease
liabilities
Other
payables
Total
Interest-bearing debt at 1 January 2025
1,343
533
109
1,985
Loans raised
276
82
4
362
Installments
-100
-87
-3
-190
Foreign exchange currency adjustments
2
-11
0
-9
Interest-bearing debt at 31 December 2025
1,521
517
110
2,148
Of which long-term
350
431
105
886
Interest-bearing debt at 1 January 2024
1,157
461
105
1,723
Loans raised
1,538
122
6
1,666
Installments
-1,357
-50
-2
-1,409
Foreign exchange currency adjustments
5
0
0
5
Interest-bearing debt at 31 December 2024
1,343
533
109
1,985
Of which long-term
448
485
104
1,037
Borrowings comprise loans from credit institutions.
Please refer to note 3.3 Right-of-use assets for further information.
Loans raised reported above under Lease liabilities is non-cash.
Borrowings are subject to standard trade covenants as well as certain financial leverage ratio covenants.
The covenants as of 31 December 2025, were all met.
TOPSØE HOLDING A/S
49
TOPSØE HOLDING A/S
50
Accounting policies
Financial assets are classified based on the
contractual cash flow characteristics of the financial
asset as well as our intention with the financial asset
according to our business model.
If cash flows from a financial asset are solely
payments of principal and interests the
classification is either:
→ Amortized cost, for financial assets, where the
objective is to hold the financial asset to collect
the contractual cash flows.
→ Fair value through profit/loss, for other financial
assets
Hedging instruments designated as hedge
accounting are classified separately and measured
at fair value.
Based on this, all financial assets and liabilities,
except for hedging instruments, securities and
investments, are measured at amortized cost. See
the table "Categories of financial assets and
liabilities".
Fair value hierarchy
Fair value measurements are categorized into Level
1, 2 or 3 based on the degree to which the inputs to
the fair value measurements are observable and on
the significance of the inputs to the fair value
measurement as a whole. The inputs are described
as follows:
→ Level 1 inputs are quoted prices (unadjusted) in
active markets for identical assets or liabilities
that the enterprise can access at the
measurement date.
→ Level 2 inputs are inputs, other than quoted
prices included within Level 1, that are
observable for the asset or liability, either
directly or indirectly.
→ Level 3 inputs are fair value measures derived
from valuation techniques that include inputs for
the asset or liability that are not based on
observable market data (unobservable inputs).
4.4. Financial assets and liabilities
DKK million
2025
2024
Financial assets
Trade receivables
1,965
1,963
Other receivables
289
266
Other non-current assets
1,517
1,477
Cash at bank and in hand
146
220
Financial assets measured at amortized cost
3,917
3,926
Financial assets measured at fair value through income statement
7
2
Financial assets measured at fair value through other comprehensive income
291
278
Financial assets measured at fair value
298
280
Financial assets
4,215
4,206
Financial liabilities
Borrowings
1,521
1,343
Lease liabilities
517
533
Trade payables
1,145
1,384
Other financial liabilities
504
635
Financial liabilities measured at amortized cost
3,687
3,895
Financial liabilities measured at fair value through income statement
2
3
Financial liabilities measured at fair value through other comprehensive income
0
1
Financial liabilities measured at fair value
2
4
Financial liabilities
3,689
3,899
TOPSØE HOLDING A/S
51
The table shows the contractual maturity of
financial liabilities and compares it to the carrying
amount. The carrying amount is a reasonable
approximation of fair value.
4.4 Financial assets and liabilities (continued)
TOPSØE HOLDING A/S
51
DKK million
<1 year
1-5 years
>5 years
Total
payments
Future
interests
Carrying
amount
Maturity and classification of financial liabilities
Borrowings
1,196
309
83
1,588
-67
1,521
Lease liabilities
91
307
223
621
-104
517
Trade payables
1,145
0
0
1,145
0
1,145
Other financial liabilities
504
0
0
504
0
504
Financial liabilities measured at amortized cost
2,936
616
306
3,858
-171
3,687
Financial liabilities measured at fair value through income statement
2
0
0
2
0
2
Financial liabilities measured at fair value through other comprehensive income
0
0
0
0
0
0
Financial liabilities measured at fair value
2
0
0
2
0
2
Financial liabilities at 31 December 2025
2,938
616
306
3,860
-171
3,689
Maturity and classification of financial liabilities
Borrowings
916
367
126
1,409
-66
1,343
Lease liabilities
83
290
282
655
-122
533
Trade payables
1,384
0
0
1,384
0
1,384
Other financial liabilities
527
14
94
635
0
635
Financial liabilities measured at amortized cost
2,910
671
502
4,083
-188
3,895
Financial liabilities measured at fair value through income statement
3
0
0
3
0
3
Financial liabilities measured at fair value through other comprehensive income
1
0
0
1
0
1
Financial liabilities measured at fair value
4
0
0
4
0
4
Financial liabilities at 31 December 2024
2,914
671
502
4,087
-188
3,899
TOPSØE HOLDING A/S
52
Financial risk
The Group's principal financial liabilities, other than
derivatives, comprise borrowings and trade and
other payables. The main purpose of these financial
liabilities is to finance the Group's operations. The
Group's principal financial assets include trade
receivables, and cash derived directly from its
operations.
The Group is exposed to market risk, credit risk and
liquidity risk, which are summarized below.
Currencies
As Topsoe operates globally, the income statement,
balance sheet, and cash flows are subject to the risk
of currency fluctuations, mainly in relation to
Topsoe's flows of USD and CNY.
Part of this risk is mitigated through natural hedges
arising from activities where Topsoe has both
income and expenses in the same currency.
However, the risk is not fully covered by natural
hedges, and consequently, Topsoe may hedge
certain future cash flows. The table on page 39
demonstrates sensitivity to a reasonably possible
change in USD and CNY exchange rates against
DKK, with all other variables held constant. The
Group's exposure to foreign currency changes for all
other currencies is not material.
Interest rates
Topsoe's general interest rate policy is to maintain a
loan portfolio where the fixed interest rate portion is
kept within a range of 50-75%, while the floating
interest rate portion is kept within a range of 25-
50%. By the end of 2025, the fixed rate portion stood
at 59% (2024: 64%), while the floating rate portion
stood at 41% (2024: 36%). We are therefore in
compliance with our interest rate policy.
For the floating rate portion of our interest-bearing
debt at the end of 2025, an increase in the interest
rate level of 1 percentage point would decrease
profit after tax and equity by DKK 12 million p.a.
(2024: DKK 10 million).
Market risk
Commodity price risk is the risk that commodity
prices will change in a way that causes financial
losses. Topsoe hedges certain materials used in
production in order to mitigate such risks. Please
refer to the table on page 41 regarding commodity
hedges.
Credit
Topsoe's credit risk primarily relates to trade
receivables from state, public and private
corporations. Where feasible, we seek to mitigate
credit risk by applying instruments such as letters of
credit and bank guarantees as well as selective
structuring of payment terms, etc. On a quarterly
basis, we assess whether the Group should make
accruals for bad debt that is considered unlikely to
be collected.
Furthermore, credit risk arises from cash and
derivatives. In order to reduce this risk, the Group
only deals with financial counterparties that, in the
opinion of Management, have satisfactory financial
strength. Financial strength with respect to financial
counterparties is considered satisfactory if they
possess a long-term credit rating of ´A-´ or higher
from at least one of the following three selected
rating agencies: Standard and Poor's, Moody's and
Fitch. In the event of multiple ratings, the lower
rating shall apply.
At 31 December 2025, the Group considers its
maximum credit risk to be DKK 2,668 million (2024:
DKK 2,731 million) equal to the total of the Group's
financial assets. The Group does not hold collateral
as security.
Liquidity
Topsoe must maintain sufficient liquidity to fund
daily operations, debt service, and expansion.
Topsoe's access to liquidity consists of cash and
cash equivalents, including access to committed
revolving credit facilities. Cash and cash equivalents,
undrawn commit-ted credit facilities and free
operating cash flow should correspond to at least
1.2x the liquidity use over the upcoming 12 months.
Topsoe has an undrawn credit facility of DKK 2,391
million (2024: DKK 2,538 million).
The Group's derivatives are entered into to hedge
the currency risk and accounted for as hedge
accounting or economic hedges
Cash flow hedging
Topsoe uses forward exchange contracts to hedge
currency risks and commodity futures to mitigate
the risk of price fluctuations on expected future
cash flows that meet the criteria for cash flow
hedging. Fair value changes for cash flow hedges
that are considered effective are recognized in
other comprehensive income in the hedging
reserve. At each reporting date, effectiveness is
considered and if the future cash flows are no
longer expected to materialize, the accumulated
value reported in the hedge reserve is reclassified to
financial items in the income statement. In all other
cases, the accumulated value is reclassified to the
income statement in the same line as the hedged
item. There is an economic relationship between the
hedged items and the hedging instruments as the
terms of the foreign exchange and commodity
forward contracts match the terms of the expected
highly probable forecast transactions (i.e., notional
amount and expected payment date). The Group
has established a hedge ratio of 1:1 for the hedging
relationships as the underlying risk of the foreign
exchange and commodity forward contracts are
identical to the hedged risk components.
4.4 Financial assets and liabilities (continued)
Carrying amount, net fair value
2025
2024
DKK million
Cash flow
hedge
Total hedge
Cash flow
hedge
Total hedge
Financial instruments asset
1
1
0
0
Financial instruments liability
0
0
-1
-1
Total
1
1
-1
-1
TOPSØE HOLDING A/S
53
A negative notional amount represents a sale of the
currency.
Ineffectiveness is recognized in the income
statement within financial items. Ineffectiveness was
immaterial in 2025 and 2024.
At 31 December 2025, the fair value of our cash flow
hedge instruments amounted to net DKK 1 million
(2024: DKK -1 million). The breakdown of the cash
flow hedges by most important currencies for each
of the years 2025 and 2024 is shown in the table.
A sensitivity analysis is disclosed in the table
‘Sensitivity analysis' on page 41. The analysis
assumes that all other variables, in particular
exposures and interest rates, remain constant. The
sensitivity analysis shows the gain/loss on net profit
and equity as a result of a 5% increase in the
specified currencies versus DKK (a 5% decrease will
have a similar opposite effect). The analysis includes
the offsetting impact from monetary items and
derivatives used to hedge the currency risk. The
table also shows the impact on net profit and equity
from a 5% increase in metal prices (a 5% decrease
will have a similar opposite effect).
The impact on net profit for the year includes
monetary items in foreign currencies that are
currency-adjusted through the income statement as
well as any derivatives used for economic hedging.
The impact on other comprehensive income
includes the value adjustment to derivatives
designated as hedge accounting in effective cash
flow hedges. The maturity dates of the Group’s cash
flow and commodity hedges are typically between 1
and 2 years from inception.
4.4 Financial assets and liabilities (continued)
DKK million
2025
2024
Change in cash flow hedge reserve
2
11
Reclassified from other comprehensive income to cost of goods sold
0
0
Cash flow hedges
2025
2024
DKK million
Notional
amount
Average
rate
Net fair
value
Notional
amount
Average
rate
Net fair
value
Currencies
USD
0
N/A
0
-99
N/A
0
CNY
0
N/A
0
0
N/A
0
2025
2024
DKK million
Contract
principal
amount
Net fair value
Contract
principal
amount
Net fair value
Commodities
Metals
8
1
18
-1
TOPSØE HOLDING A/S
54
The table below shows the fair value and the fair
value adjustment recognized in the income
statement:
There has been no transfers between the
hierarchies.
4.4 Financial assets and liabilities (continued)
Sensitivity analysis
2025
2024
DKK million
Change
Net profit
for the year
Equity
Change
Net profit
for the year
Equity
Currencies
USD
5%
27
27
5%
16
16
CNY
5%
7
7
5%
17
17
Commodities
Metals
5%
62
62
0%
0
0
A negative notional amount represents a sale of the currency
Fair value of financial assets and liabilities
DKK million
Level 1
Level 2
Level 3
Other securities and investments
Fair value at 31 December 2025
4
0
286
Value adjustment recognized in other comprehensive income
2
0
10
Other securities and investments
Fair value at 31 December 2024
2
0
276
Value adjustment recognized in the income statement
1
0
26
Please refer to note 3.4 for information on input to valuation of
other securities and investments stated at fair value in Level 3.
Derivatives
Fair value at 31 December 2025
0
7
0
Value adjustment recognized in hedging fund under equity
0
1
0
Fair value at 31 December 2024
0
-2
0
Value adjustment recognized in hedging fund under equity
0
-1
0
TOPSØE HOLDING A/S
55
Interest expenses include interest on financial
liabilities measured at amortized cost of DKK 73
million before capitalization of borrowing costs
(2024: DKK 84 million).
4.5. Financial income and expenses
DKK million
2025
2024
Dividends from other investments
196
0
Interest income
14
15
Foreign currency translation adjustments
210
228
Gains on derivatives
108
183
Financial income
528
426
Interest expenses
71
15
Foreign currency translation adjustments
254
166
Losses on derivatives
53
105
Other financial expenses
45
29
Financial expenses
423
315
TOPSØE HOLDING A/S
56
Accounting policies
The Group's performance and restricted shares
scheme is equity-settled, measured at the grant
date and recognized in the income statement as
staff costs over the vesting period. The offsetting
item is recognized directly in equity.
The fair value of the performance share units
granted is determined using an external valuation of
the Group based on a hybrid analysis of trading
multiples (forward) and discounted cash flow (DCF).
The resulting equity value is used to estimate the
fair value per performance share unit at grant date.
On initial recognition, an estimate is made of the
number of share units that the employees are
expected to earn. The estimated number of share
units is adjusted subsequently to reflect the actual
number of share units earned. The estimated
volatility is based on historical data over the
preceding years adjusted for any unusual
circumstances during the period.
Employee Share Program (ESP) and Topsoe
Investment Program (TIP)
The Employee Share Program and Topsoe
Investment Program are considered equity-settled
programs. The discount element, which is the
deviation between the employees' share purchase
price and the market value, is expensed as a cost in
Staff costs over the duration of the program. The
offsetting entry is included directly in Retained
earnings as a transaction with owners.
Phantom Program
The Phantom Program is considered a cash-settled
program. The invested amount is considered a non-
current liability. The annual fair value adjustment is
expensed as a cost in Staff costs over the service
period.
No. of shares
2025
2024
Performance shares
Granted during the
year
1,489,820
1,261,906
Forfeited/canceled
during the year
475,348
505,153
Settled/vested during
the year
-260,419
-53,229
No. of shares at 31
December
-62,118
-224,010
Number of shares at 31
December
1,642,631
1,489,820
Performance share units and restricted share units
In 2021, the Group launched share-based incentive
payment schemes for the purpose of motivating
and retaining selected employees, senior leaders
and members of the Executive Team. Retention is
motivated by requiring continued service for a
period covering the vesting period as a minimum.
The schemes are also intended to align the interests
of employees and shareholders.
As of 31 December 2025, the company had three
long-term incentive plans and participation is as
follows:
→ 2023-2025 LTI covering 29 employees
→ 2024-2026 LTI covering 30 employees
→ 2025-2027 LTI covering 33 employees
Total costs recognized in 2025 for all three plans
amounted to DKK 9.4 million (2024: DKK 6 million).
The fair value of each performance share scheme at
31 December 2025, including 10% forfeiture rate, is
estimated as:
→ 2023-2025 LTI – DKK 10 million
(2024: DKK 10.0 million)
→ 2024-2026 LTI – DKK 9.9 million
(2024: DKK 4.2 million)
→ 2025-2027 LTI – DKK 3.8 million
Employee Share Program
The Employee Share Program (ESP) was launched in
2019 with enrollment in February 2020. Employees
at all levels were offered the opportunity to acquire
shares in Topsoe A/S at market value by investing an
amount equal to ½, 1 or 2 months' salary. For every
four shares purchased at market value, employees
purchased a fifth share at a price of DKK 1. The
program is designed to offer employees an
opportunity to make either an initial investment or
top-up investment and sell shares held for more
than three years.
In 2025, the only new participant in the ESP was an
employee who converted from the Phantom
Program. In 2024, no additional employees enrolled
in the program.
Topsoe Investment Program
The Topsoe Investment Program (TIP) was launched
in November 2022. Similarly to the ESP, it allows
employees to acquire shares in Topsoe A/S.
However, investments under TIP are limited to a
fixed maximum (cap) amount and employees can
only make an initial investment; top-up investments
are not permitted. In 2025, one employee enrolled in
the program. In 2024, no additional employees
enrolled in the program.
'Good leavers' (mainly employees who retire or
whose job has been terminated) can choose to keep
the shares until the program expires or sell the
shares to a purchaser designated by the Group in
the next annual window at the fair market price.
Resigning participants must sell the shares to a
purchaser designated by the Group in the next
annual window at fair market value for the
investment shares and DKK 1 for the nominal shares.
Phantom Program
In some countries, participation in the ESP is not
possible due to local legislation. Instead, employees
in these countries were invited to participate in a
Phantom Program. The participating employees
invest an amount equal to ½, 1 or 2 months' salary
and are granted phantom shares in Topsoe A/S on
terms equal to the ESP. When the program expires,
employees will be refunded based on the fair value
of the phantom shares. In 2025 and 2024, no
additional employees enrolled in the program.
In 2025, remeasurement of the liability resulted in a
credit of DKK 25 million recognized in staff costs.
The Phantom Program liability amounted to DKK 41
million at 31 December 2025 (31 December 2024:
DKK 66 million).
5. Other notes
5.1. Share-based payment
TOPSØE HOLDING A/S
57
PwC Denmark is Topsøe Holding Group's auditor
appointed by the Annual General Meeting. Fees for
audit and audit-related services and non-audit
services provided to Topsøe Holding Group by PwC
Denmark amounted to DKK 10 million (2024: DKK
17 million). Non-audit services primarily relates to
various tax assistance and other consultancy
services, including cyber security assessment etc.
Main shareholders
Topsøe Holding A/S, Lyngby, Denmark - control
For remuneration of the board of directors and
executive management, please refer to note 2.4
Staff costs.
5.2. Fee to auditors
DKK million
2025
2024
Audit and audit-related fees
Statutory audit fee
4
4
Other assurance statements
3
3
Non-audit services
Tax assistance
2
5
Other assistance
1
5
Total fee to auditors
10
17
5.3. Related parties
DKK million
2025
2024
Transactions with related parties
Dividend paid to owners of Topsoe Holding A/S
213
318
TOPSØE HOLDING A/S
58
The numbers in the table above cannot be derived
directly from the balance sheet.
No events materially affecting the Group's financial
position at 31 December 2025 have occurred after
the balance sheet date.
5.4. Cash flow specifications
DKK million
2025
2024
Adjustments for non-cash items
Gain and losses on disposal of assets
6
-2
Special items, non-cash, impairment
47
50
Change in provisions, non-cash
25
135
Other adjustments
30
118
Total adjustments for non-cash items
108
301
Change in working capital
Increase (-) / decrease in inventories
7
-72
Increase in trade receivables
-123
-241
Increase / decrease (-) in contract assets and liabilities
265
-20
Increase in trade payables, etc.
49
146
Total change in working capital, excluding foreign exchange currency
198
-187
5.5. Commitments
DKK million
2025
2024
Contractual obligations
Purchase obligations relating to property, plant and equipment
and intangible assets
814
322
Purchase obligations relating to raw materials and inventory
411
663
Obligations relating to software, IT service and maintenance agreements, running
up to 2 years
96
85
Investment obligations relating to investing in companies included under
non-current assets
171
201
Contractual obligations at 31 December
1,492
1,271
Ageing of contractual obligations
Less than 1 year
959
972
Between 1 and 5 years
533
298
After 5 years
0
1
Contractual obligations at 31 December
1,492
1,271
5.6. Events after the balance sheet date
TOPSØE HOLDING A/S
59
5.7. Group enterprises
Company
Country
Ownership
share
Activity
Topsoe A/S*
Denmark
69.19%
P, S,R,O
Topsoe América Latina S.A.
Argentina
100%
S
Topsoe Australia Pty. Ltd.
Australia
100%
S
Haldor Topsoe do Brasil Tecnologia e Servicos em
Catalisadores Eireli
Brazil
100%
S
Haldor Topsoe Canada Limited
Canada
100%
S
Topsoe (Beijing) Co. Ltd
China
100%
P, S
Topsoe International A/S
Denmark
100%
S
Subcontinent Ammonia Investment Company ApS
Denmark
100%
O
Topsoe Catalysts A/S
Denmark
100%
S
Topsoe Project Investment A/S
Denmark
100%
O
T Ramagundam A/S
Denmark
100%
O
Topsoe Power-to-X Holding A/S
Denmark
100%
O
Topsoe SOEC Production A/S
Denmark
100%
P
Topsoe PtX Denmark A/S
Denmark
100%
O
Topsoe Battery Materials A/S
Denmark
100%
S, R
Topsoe Battery Materials GmbH
Germany
100%
O
Topsoe Germany GmbH
Germany
100%
S
Company
Country
Ownership
share
Activity
Topsoe India Pvt. Ltd.
India
100%
S, O
Topsoe Sdn. Bhd.
Malaysia
100%
S
Topsoe De Mexico, S. A. de C. V.
Mexico
100%
S
Topsoe Poland sp z.o.o
Poland
100%
O
Topsoe Battery Materials Portugal
Portugal
100%
O
Topsoe, Inc.
USA
100%
P, S
Topsoe Project Development U.S. Inc.
USA
100%
O
Topsoe PtX US Inc.
USA
100%
O
Topsoe eCOs Inc.
USA
100%
O
Topsoe SOEC Production US Inc.
USA
100%
O
Frydenlund Ejendomsselskab ApS*
Denmark
100%
O
HT ESP AS*
Denmark
70%
O
Investments in joint ventures and associated companies
Shaanxi Yanchang Topsoe Catalytic Technologies Co. Ltd
China
49%
O
Zaffra B.V.
Netherlands
50%
O
SAFTech B.V.
Netherlands
50%
O
P: Production S: Sales R: R&D O: Other *Directly held entities by Topsøe Holding A/S
TOPSØE HOLDING A/S
60
The following performance measures are used in
this annual report:
5.8. Financial definitions
Performance measures in accordance with the Danish Finance Society's guidelines:
Gross profit
=
Revenue - cost of goods sold
Gross margin
=
Gross profit / Revenue
EBITDA margin
=
EBITDA before special items / Revenue
EBIT
=
Earnings before interest and taxes
EBIT after special items
=
EBIT - Special items
Return on invested capital
(ROIC)
=
EBIT before special items after tax / Average invested capital
Equity ratio
=
Equity / Total assets
Return on equity
=
Net profit for the year / Average equity
Leverage ratio
=
Net interest-bearing debt / EBITDA before special items
Performance measures not defined according to IFRS Accounting Standards (non-GAAP measures):
EBITDA
=
Earnings before interest, taxes, depreciation and amortization
Net working capital
=
Inventories + Trade receivables + Other receivables and prepayments excl.
interest receivables, derivatives and leasing receivables + Contract assets -
Contract liabilities - Trade payables - Other payables excl. interest-bearing debt,
interest payables and derivatives - Deferred income
Net interest-bearing debt
=
Borrowings + Lease liabilities + Other interest-bearing debts - Cash
Invested capital
=
Non-current assets + Net working capital + Tax receivables (current and deferred)
- Tax liabilities (current and deferred)
Free cash flow
Cash flows from operating and investing activities
Energy transition revenue
Revenue generated from products, technologies and services that directly enable
or support the reduction of carbon emissions and the shift from conventional
energy systems to renewable or low-carbon alternatives.
Operational gross profit
=
Revenue - Operational cost of goods sold (COGS)
Operational cost of goods
sold (COGS)
Operational COGS related to the Catalyst business segment is measured by units
sold multiplied by standard prices, plus warranties and hedge impact. Standard
prices include all direct and indirect costs related to the delivery of goods and
services, but excluding production variances. Operational COGS related to the
Technology business segment, where revenue is recognized over time, includes
all direct and indirect costs related to the project, i.e. man-hours used and cost of
equipment, etc. The portion of Operational COGS related to revenue recognized
at a point in time mainly relates to non-customizable spare part sales recognized
at a point in time and comprises the cost of delivering the goods to the customer.
Special Items
Consist of non-recurring income and cost related to acquisitions, divestments,
integration, restructuring, severance and other one-time items.
Backlog
Value of the uncompleted work of contracts as of year-end.
Undrawn credit facilities
Portions of committed credit lines or loan agreements with banks/lenders that
have not yet been utilized or drawn down as of the reporting date.
Outstanding shares
Number of shares issued - Treasury shares
TOPSØE HOLDING A/S
61
1. Accounting policies 65
2. Staff costs 65
3. Financial income 65
4. Financial expenses 65
5. Proposed distribution of profit 66
6. Investments 66
7. Securities 68
8. Share capital 68
9. Fee to auditor appointed at general
meeting 68
10. Contractual liabilities 68
11. Related parties 68
12. Subsequent events 68
FINANCIAL STATEMENTS
OF TOPSØE HOLDING A/S
Income statement of Topsøe Holding A/S 62
Balance sheet of Topsøe Holding A/S 63
Statement of changes in equity Topsøe Holding A/S 64
TOPSØE HOLDING A/S
61
Notes
TOPSØE HOLDING A/S
62
Income statement of Topsøe Holding A/S
TOPSØE HOLDING A/S
62
DKK million
Note
2025
2024
Other external expenses
-10
-10
Staff costs
2
-13
-13
EBIT
-23
-23
Income/loss from investments in associated companies
6
-533
-199
Dividend from group enterprises
102
252
Financial income
3
63
138
Financial expenses
4
-19
-20
Profit before tax
-410
148
Tax
-6
-22
Net profit
5
-416
126
TOPSØE HOLDING A/S
63
Balance sheet of Topsøe Holding A/S
DKK million
Note
2025
2024
Assets
Investment in group enterprises
3,929
3,929
Investments in associated companines
0
667
Investments
6
3,929
4,596
Non-current assets
3,929
4,596
Receivables from group enterprises
14
0
Tax receivables
7
0
Other receivables and prepayments
3
2
Receivables
24
2
Securities
7
1,591
1,554
Cash
4
5
Current assets
1,619
1,561
Assets
5,548
6,157
DKK million
Note
2025
2024
Equity and liabilities
Share capital
2,200
2,200
Retained earnings
3,320
3,870
Proposed dividend
0
79
Equity
5,520
6,149
Credit institutions
22
0
Payables to group enterprises
3
3
Corporate income tax
0
5
Other payables
3
0
Current liabilities
28
8
Liabilities
28
8
Equity and liabilities
5,548
6,157
TOPSØE HOLDING A/S
64
Statement of changes in equity Topsøe Holding A/S
DKK million
Share
capital
Retained
earnings
Proposed
dividend
Total
equity
Equity at 1 January 2025
2,200
3,870
79
6,149
Net profit
-416
-416
Net profit and income and expenses recognized under equity
0
-416
0
-416
Dividend paid
-134
-79
-213
Transactions with owners
0
-134
-79
-213
Equity at 31 December 2025
2,200
3,320
0
5,520
TOPSØE HOLDING A/S
65
Basis of preparation
The financial statements for 2025 of Topsøe Holding
A/S have been prepared in accordance with the
requirements of the Danish Financial Statements
Act.
The accounting policies are unchanged from last
year.
The applied accounting policies are similar to those
of the Group except for the following matters:
Dividend from Group enterprises
The dividend proposed and declared in the financial
year is recognized in the parent company’s income
statement.
Investments in Group enterprises
Investments in Group enterprises and associated
companies are measured at cost in the parent
company’s financial statements.
Cash flow statement
No separate cash flow statement has been prepared
for the parent company, as the parent company's
cash flow statement is included in the consolidated
cash flow statement.
1. Accounting policies
2. Staff costs
DKK million
2025
2024
Staff costs
Wages, salary and other remuneration
13
13
Total staff costs
13
13
Total remuneration to the Executive Management and Board of Directors
11
12
Average number of employees
3
3
3. Financial income
DKK million
2025
2024
Other financial income, dividend etc.
63
138
Financial income
63
138
4. Financial expenses
DKK million
2025
2024
Other financial expanses
19
20
Interest expenses
0
0
Foreign currency translation adjustments
0
0
Retained earnings
0
0
Financial expenses
19
20
TOPSØE HOLDING A/S
66
5. Proposed distribution of profit
DKK million
2025
2024
Proposed dividend
0
79
Extraordinary paid dividend in 2025
-134
0
Retained earnings
-416
47
Total proposed distribution of profit
-550
126
6. Investments
DKK million
Investment
in group
enterprises
Investments
in associated
companies
Cost at 1 January 2025
3,929
1,030
Additions during the year
0
0
Disposals during the year
0
-1,030
Cost at 31 December 2025
3,929
0
Value adjustments at 1 January 2025
0
-363
Adjustment during the year
0
-533
Disposals during the year
0
896
Value adjustments
0
0
Value adjustments at 31 December 2025
0
0
Carrying amount at 31 December 2025
3,929
0
TOPSØE HOLDING A/S
66
TOPSØE HOLDING A/S
67
6. Investment (continued)
Company
Country
Ownership share
Activity
Topsoe A/S*
Denmark
69.19%
P, S,R,O
Topsoe América Latina S.A.
Argentina
100%
S
Topsoe Australia Pty. Ltd.
Australia
100%
S
Haldor Topsoe do Brasil Tecnologia e Servicos em Catalisadores Eireli
Brazil
100%
S
Haldor Topsoe Canada Limited
Canada
100%
S
Topsoe (Beijing) Co. Ltd
China
100%
P, S
Topsoe International A/S
Denmark
100%
S
Subcontinent Ammonia Investment Company ApS
Denmark
100%
O
Topsoe Catalysts A/S
Denmark
100%
S
Topsoe Project Investment A/S
Denmark
100%
O
T Ramagundam A/S
Denmark
100%
O
Topsoe Power-to-X Holding A/S
Denmark
100%
O
Topsoe SOEC Production A/S
Denmark
100%
P
Topsoe PtX Denmark A/S
Denmark
100%
O
Topsoe Battery Materials A/S
Denmark
100%
S, R
Topsoe Battery Materials GmbH
Germany
100%
O
Topsoe Germany GmbH
Germany
100%
S
Topsoe India Pvt. Ltd.
India
100%
S, O
Topsoe Sdn. Bhd.
Malaysia
100%
S
Topsoe De Mexico, S. A. de C. V.
Mexico
100%
S
Topsoe Poland sp z.o.o
Poland
100%
O
Topsoe Battery Materials Portugal
Portugal
100%
O
Topsoe, Inc.
USA
100%
P, S
Topsoe Project Development U.S. Inc.
USA
100%
O
Topsoe PtX US Inc.
USA
100%
O
Topsoe eCOs Inc.
USA
100%
O
Topsoe SOEC Production US Inc.
USA
100%
O
Frydenlund Ejendomsselskab ApS*
Denmark
100%
O
HT ESP AS*
Denmark
70%
O
P: Production S: Sales R: R&D O: Other *Directly held entities by Topsøe Holding A/S
TOPSØE HOLDING A/S
68
The share capital constitutes nominally DKK
2,200,000 distributed on shares of DKK 1,000 or
multiple of this.
PwC Denmark is Topsøe Holding A/S's auditor
appointed by the Annual General Meeting. Audit
fees amounted to DKK 0.1 million (2024: DKK 0.1
million) and other assurance statements amounted
to DKK 0.1 million (2024: DKK 0,1 million). Non-audit
services consisting of Tax Assistance amounted to
DKK 0.6 million (2024: DKK 0.0 million) and Other
assistance amounted to DKK 0.2 million (2024: No
services rendered).
Through participation in joint taxation scheme with
Danish group enterprises, the Company is jointly and
severally liable for taxes, etc. payable in Denmark.
There were no transaction with related parties other
than dividend paid to the owners and the ordinary
remuneration of the board of directors and
executive management which is presented in note
2.4 to the consolidated financial statement.
No events materially affecting the Group’s financial
position at December 31, 2025 have occurred after
the balance sheet date.
7. Securities
DKK million
2025
2024
Equite funds
805
806
Bonds funds
786
748
Total securities
1,591
1,554
8. Share capital
Number of shares of DKK 1,000
A shares
B Shares
Total
Total share capital
200,000
2,000,000
2,200,000
9. Fee to auditor appointed at general meeting
10. Contractual liabilities
11. Related parties
12. Subsequent events
TOPSØE HOLDING A/S
70
Board of Directors
Registered Executive Management
TOPSØE HOLDING A/S
71
Independent Auditor's report
TOPSØE HOLDING A/S
72
CVR No 33 77 12 3 1
TOPSØE HOLDING A/S
73
TOPSØE HOLDING A/S
74
Topsøe Holdings A/S
Denmark
Tel. +45 45 27 20 00
CVR no. DK-41853816