The consolidated financial statements of Napatech A/S and its subsidiary (collectively, the Group) for the year ended were authorized  

for issue in accordance with the resolution of the management on March 20, 2025.  

NOTE 2  

MATERIAL ACCOUNTING POLICY INFORMATION  

General  

The financial statements have been prepared in accordance with IFRS Accounting Standards, as adopted by the EU and additional  

requirements in the Danish Financial Statement Act.  

The consolidated financial statements are prepared on a historical cost basis.  

The consolidated financial statements are presented in thousands of Danish kroner (DKK'000).  

Changes in accounting policies  

The accounting policies are consistent with those applied to the consolidated financial statements for 2023.  

New and amended standards and interpretations that have become operative  

All new or amended standards (IFRS) and interpretations (IFRIC) as adopted by the EU and which are effective for the financial year  

beginning on 1 January 2024 have been adopted. The implementation of these new or amended standards and interpretations had no  

material impact on the financial statements. For standards implemented prospectively, the comparative figures are not restated.  

New financial reporting standards not yet adopted  

Certain new accounting standards and interpretations have been published that are not yet in effect or endorsed by the EU and,  

therefore, not relevant for the preparation of 2024 consolidated financial statements. The Group expects to implement these standards  

as they take effect. These standards are not expected to have a material impact on the entity in the current or future reporting periods  

and on foreseeable future transactions.  

iXBRL reporting  

Napatech A/S has filed the Annual Report for 2024 in the European Single Electronic Format (ESEF), XHTML format, that can be displayed  

in a standard browser. The primary statements and notes in the consolidated financial statements are tagged using eXtensible Business  

Reporting Language (iXBRL), which complies with the ESEF taxonomy included in the ESEF Regulation.  

The consolidated financial statements  

The consolidated financial statements comprise the parent company, Napatech A/S, and its subsidiary. The subsidiary is fully consolidated  

from the date of acquisition and/or incorporation, being the date on which the parent company obtains control until the date when such  

control ceases. The financial statements of the subsidiary are prepared for the same reporting period as the parent company's financial  

statements, using consistent accounting policies. The consolidated financial statements are prepared as a consolidation of the parent  

company's and the subsidiary’s financial statements, eliminating all intragroup balances, transactions, unrealized gains and losses, and  

dividends.  

Currency translation  

For each group entity, a functional currency is determined, and items recognized in the financial statements of the individual entities are  

measured using that functional currency. The functional currency is the currency used as the primary currency for the activities of the  

reporting entity. Transactions denominated in currencies other than the functional currency are considered transactions denominated  

in foreign currencies.  

On initial recognition, transactions denominated in foreign currencies are translated into the functional currency at the exchange rates  

at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment  

are recognized in the income statement as financial income or financial expenses.  

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates at the  

reporting date. Any exchange difference arising from the translation is recognized in the income statement as financial income or financial  

expenses. Non-monetary assets and liabilities measured in terms of historical cost in a foreign currency are translated using the exchange  

rates at the date of the initial transaction.  

Translation of group entities  

On recognition in the consolidated financial statements of foreign entities with a functional currency different from the parent company's  

presentation currency (DKK), the income statement and the statement of cash flows are translated at the exchange rates at the  

transaction date, while the statement of financial position items is translated at the exchange rates at the reporting date. Any foreign  

exchange differences arising from the translation are recognized as other comprehensive income in a separate reserve. On full or partial  

disposal of a foreign entity, the share of the currency reserve relating to that particular foreign entity is recognized in the income  

statement.  

Revenue  

The Group manufactures and sells network adapters, including software, to end-users and through third-party channel partners. The  

Group's sales contracts regarding network adapters do not include installation services or significant customization etc., and each sales  

transaction only relates to a single performance obligation. Extended warranties and technical product support regarding the network  

adapters are sold separately. The Group also provides specific engineering services according to separate contracts with customers.  

Sales of goods  

Revenue from contracts with customers is recognized in the income statement at the point in time when control of the goods is  

transferred to the customer, usually on delivery of the goods, and at an amount that reflects the consideration to which the Group  

expects to be entitled in exchange for these goods. Revenue is measured at the fair value of the consideration received, excluding rebates  

and VAT.  

Sales of services  

If a payment is received or due (whichever is earlier) from a customer before the Group transfers the related goods or services, the  

revenue is deferred and recognized as a contract liability until the Group performs under the contract. Contract liabilities associated with  

engineering services are recognized as revenue in the income statement based on the stage of completion (over time), which is  

determined on the basis of the relationship between the Group’s resources in relation to the recent total estimate of resource  

consumption. The degree of completion is assessed regularly, and the projects are closely monitored by management, and further  

adjustments are made to the stage of completion if deemed necessary. When performing this evaluation, all factors concerning the  

relevant contract are taken into consideration and assessed appropriately. Contract liabilities associated with extended warranties and  

technical product support are recognized as revenue in the income statement divided equally over the period stated in the contract, and  

the costs associated with providing the extended warranties and technical product support are recognized as they are incurred.  

The Group applies the practical expedient to recognize incremental costs of obtaining a contract as they are incurred.  

Cost of goods sold  

Cost of goods sold is incurred to generate the period's revenue. Cost of goods sold comprises costs relating to purchases of products that  

are to be resold. Cost of goods sold also includes movements in inventory write-down for the year.  

Staff costs  

Staff costs include salaries, bonuses, pensions and social costs, share-based payments, vacation pay, and other benefits. Staff costs are  

recognized in the year in which the associated services are rendered by the employees.  

Share-based payments  

The Group's employees and management receive consideration in the form of share-based payments. The share-based consideration is  

an equity-settled program under which employees and management deliver services in return for share options. The share options are  

measured at fair value at the time of granting. The fair value of share options is determined using the Black-Scholes option-pricing model.  

Costs relating to equity-settled share-based payments are recognized in the income statement under staff costs and in equity over the  

vesting period. The total expense recognized for equity-settled share-based payments at the reporting date reflects the share of the  

vesting period that has lapsed and management's best estimate of the number of equity instruments that will ultimately vest.  

Other external costs  

Other external costs comprise costs of research and development not qualifying for recognition as intangible assets, and costs of  

development associated with engineering service contracts. Other external costs also comprise costs of sales, including costs of sales  

campaigns, advertising, exhibitions, etc., and administration costs, including office-related expenses. Write-downs on trade receivables  

are also included.  

Finance income and cost  

Finance income and costs comprise interest income and expenses, unrealized exchange gains and losses on financial assets and liabilities  

in foreign currencies, and realized exchange gains and losses on foreign currency transactions.  

For financial instruments measured at amortized cost, interest income, and expenses are recognized using the effective interest rate  

method.  

Income tax for the year  

Tax for the year, which comprises the current tax charge for the year and changes in the deferred tax charge, including changes arising  

from changes in the tax rate, is recognized in the income statement as regards the portion that relates to the profit or loss for the year  

and in other comprehensive income as regards the portion that relates to entries in other comprehensive income. The tax rates and tax  

laws used to compute the amount are those that are enacted or substantively enacted by the reporting date in the countries where the  

Group operates and generates taxable income.  

Intangible assets  

Intangible assets are initially recognized in the statement of financial position at cost. Subsequent to initial recognition, intangible assets  

are carried at cost less accumulated amortization and impairment losses.  

Intangible assets comprise development projects and patents with finite useful lives.  

Intangible assets with finite useful lives are amortized over their economic lives and tested for impairment whenever there is an  

indication that an asset might be impaired. Useful lives are reassessed on an annual basis. Changes in expected useful lives are accounted  

for as changes in accounting estimates. Amortization and impairment losses are recognized in the income statement.  

Development projects  

Research costs are recognized in the income statement as incurred. Development costs incurred for individual projects are recognized  

as an intangible asset when the Group can demonstrate the following:  

•

The technical feasibility of completing the development project so that it will be available for use or sale;  

•

The intention to complete the development project and the Group's ability to use or sell it;  

•

The probability that the development project will generate future economic benefits;  

•

The availability of adequate technical, financial, and other resources to complete the development project and to use or sell it;  

•

The ability to measure the costs reliably.  

Subsequent to the initial recognition of the development costs as an intangible asset, the development project is recognized at cost less  

any accumulated amortization and impairment losses. Amortization of the intangible asset begins when the development of the asset  

has been completed, and the asset is used as planned. Depreciation is provided on a straight-line basis over the expected useful lives of  

the assets. The expected useful life of development projects is 3 years.  

Patents  

Patents are recognized as intangible assets at the time of acquisition and measured at cost less accumulated amortization. Patents are  

amortized over their useful lives, starting at the time when the patent takes effect. Depreciation is provided on a straight-line basis over  

the expected useful lives of the assets. The useful life of patents is estimated at 10 years.  

Tangible assets  

Tangible assets include plant and equipment and leasehold improvements. Items of tangible assets are measured at cost less  

accumulated depreciation and impairment losses, the cost being the acquisition price and costs directly related to the acquisition until  

such time when the asset is ready for use.  

Depreciation is provided on a straight-line basis over the expected useful lives of the assets, as follows:  

Plant and equipment  

3 years  

Leasehold improvements  

5 years  

Gains and losses on the disposal of tangible assets are determined by comparing the proceeds from disposal with the carrying amount  

of the asset and are recognized in the income statement.  

Residual values and useful lives are reassessed on an annual basis. Changes in useful lives or residual values are accounted for as changes  

in accounting estimates.  

Leases  

The Group assesses at contract inception whether a contract is or contains a lease. That is if the contract conveys the right to control  

the use of an identified asset for a period of time in exchange for consideration. The Group recognizes lease liabilities to make lease  

payments and right-of-use assets representing the right to use the underlying assets.  

The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12  

months or less from the commencement date and do not contain a purchase option or extension option). The Group also applies the  

lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on  

short-term leases and leases of low-value assets are recognized as expenses on a straight-line basis over the lease term.  

A right-of-use asset and a lease liability are recognized in the balance sheet when the specifically identifiable asset is made available  

under the lease agreement during the lease term and when the Group gains the right to virtually all the economic benefits from the use  

of the identified asset and the right to control the use of the identified asset.  

The Group applies the practical expedient to recognize payments related to service components in leasing contracts for plant and  

equipment as part of the right-of-use asset and a lease liability.  

Lease liabilities  

Lease liabilities are initially measured at the present value of future lease payments to be made over the lease term. The lease payments  

include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts  

expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably  

certain to be exercised by the Group and payments of penalties for terminating the lease unless the Group is very unlikely to exercise  

the option to terminate.  

In assessing the expected lease term for property leases, the Group estimates for strategic reasons that the expected rental period is  

between 3-5 years.  

In calculating the present value of lease payments, the Group uses its alternative borrowing rate at the lease commencement date  

because the interest rate implicit in the lease is not readily determinable. The alternative borrowing rate is the cost of raising external  

financing for a corresponding asset with a financing period corresponding to the term of the lease in the currency in which the lease  

payments are settled.  

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease  

payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term,  

or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such  

lease payments) or a change in the assessment of an option to purchase the underlying asset.  

Right-of-use assets  

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any  

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs  

incurred, and lease payments made at or before the commencement date, less any lease incentives received. Right-of-use assets  

are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:  

Properties  

3-5 years  

Plant and equipment  

3-6 years  

Impairment of non-financial assets  

In-progress development projects are tested for impairment at least once a year. Other long-term assets with finite useful lives are  

reviewed for impairment at each reporting date. Where indications of impairment are identified for in-progress development projects  

or other long-term assets with finite useful lives, the Group estimates the recoverable amount of the asset. The recoverable amount is  

determined for the individual asset or a group of assets constituting an integrated cash-generating unit. The recoverable amount is the  

higher of the asset or the cash-generating unit's fair value, less costs to sell and its value in use. When the carrying amount of an asset or  

a cash-generating unit exceeds its recoverable amount, the asset is considered impaired, and the carrying amount is reduced to the  

recoverable amount. The impairment loss is recognized in the income statement.  

The value in use is calculated as the present value of expected future cash flows from the asset or the cash-generating unit of which the  

asset is a part.  

Inventories  

Inventories are measured at the lower of cost and net realizable value. The cost is determined using the first-in/first-out (FIFO) method.  

The cost of goods for resale, raw materials, and consumables comprises the purchase price plus delivery costs. The Group uses sub-  

suppliers for the primary production of goods for resale.  

The net realizable value of inventories is determined as the selling price less costs of completion and costs incurred to generate the  

revenue, taking into account marketability, obsolescence, and developments in the expected selling price.  

Receivables  

Receivables are measured at amortized cost less write-downs. Write-downs on trade receivables are based on the simplified expected  

credit loss model. Credit loss allowances on individual trade receivables and other receivables are provided for when objective indications  

of credit losses occur such as debtor’s bankruptcy and uncertainty about the debtor’s ability and/or willingness to pay, etc.  

Write-downs on receivables are recognized in the income statement under other external costs.  

Cash and cash equivalents  

Cash and cash equivalents comprise cash at banks.  

Equity  

Share premium  

Share premium is the value in excess of the nominal value of the shares that are contributed to the company upon formation or a capital  

increase. The share premium is part of the distributable reserves.  

Share-based payment reserve  

The value of share options granted is recognized in equity under share-based payment reserve over the vesting period as the employees  

deliver the relevant services. The reserve reflects the total value of share options granted based on the share of the vesting period that  

has lapsed and the Group's best estimate of the number of equity instruments that will ultimately vest. The reserve is part of the  

distributable reserves.  

Treasury shares  

Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is  

recognized in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between  

the carrying amount and the consideration, if reissued, is recognized in the share premium.  

Foreign currency translation reserve  

The foreign currency translation reserve comprises exchange differences arising upon translation of the financial statements of foreign  

operations from their functional currency to the parent company's presentation currency (DKK).  

Upon full or partial realization of the investment in the foreign operation, foreign exchange adjustments are recognized in the income  

statement in the same item as the gain/loss from the sale. The reserve is part of the distributable reserves.  

Financial liabilities  

Amounts owed to banks etc., are recognized at the date of borrowing at the amount of proceeds received net of transaction costs paid.  

In subsequent periods, the financial liabilities are measured at amortized cost using the effective interest method. Accordingly, the  

difference between the proceeds and the nominal value is recognized in financial expenses over the term of the loan.  

Non-financial liabilities are measured at net realizable value.  

Contract liabilities  

A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the Group  

transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the contract.  

Income tax and deferred tax  

Current tax liabilities and current tax receivable are recognized in the statement of financial position as the estimated tax charge for the  

period, adjusted for tax on previous years' taxable income, and tax paid on account. Income tax return receivables are evaluated with  

respect to situations in which applicable tax regulations are subject to interpretation, and provisions are established where appropriate.  

Deferred tax is measured, using the "balance sheet liability" method, of all temporary differences at the reporting date between the tax  

base and the carrying amount of assets and liabilities. Deferred tax assets and liabilities are measured at the tax rates that are expected  

to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or  

substantially enacted at the balance sheet date.  

Deferred tax is recognized for all taxable, temporary differences, except for taxable, temporary differences associated with investments  

in subsidiaries where the timing of the reversal of the temporary differences can be controlled, and it is probable that the temporary  

differences will not reverse in the foreseeable future.  

Deferred tax assets are recognized for all deductible, temporary differences, and all unutilized tax loss carry forward to the extent that it  

is probable that taxable profit will be available against which the deductible, temporary differences, and unutilized tax loss carry forward  

can be used.  

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable  

that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.  

Unrecognized deferred tax assets are reviewed at each reporting date and are recognized to the extent that it has become probable that  

future taxable profits will be available against which the deferred tax asset can be utilized.  

Deferred tax assets and deferred tax liabilities relating to items recognized outside profit or loss are offset if a legally enforceable right  

exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the  

same taxation authority.  

Statement of cash flows  

The statement of cash flows shows the Group's cash flows for the year, broken down into operating, investing, and financing activities,  

the period's changes in cash and cash equivalents, and the Group's cash and cash equivalents at the beginning and the end of the period.  

Cash flows from operating activities are presented using the indirect method and are stated as the profit or loss for the year before tax,  

adjusted for non-cash operating items, changes in working capital, paid and/or received interests, and paid and/or received income taxes.  

Cash flows from investing activities comprise payments related to purchases and/or proceeds of/from non-current assets.  

Cash flows from financing activities comprise dividends distributed to shareholders, capital increases and/ or reductions, repayments  

and/or proceeds of/from interest-bearing debt, and payments regarding lease agreements, including interests and instalments.  

Segment information  

The segment information is provided on geographical markets and business segments.  

The segmentation is based on the Group's internal financial reporting and has been prepared in accordance with the Group's accounting  

policies. The Group monitors the performance of the segments to the level of gross profit. All other items of the income statement, as  

well as assets and liabilities, are managed on a group basis and, therefore, not allocated to individual segments.  

Income/expenses in the segments comprise the items directly attributable to the individual segments as well as the items that may be  

allocated to the individual segments on a reliable basis.  

NOTE 3  

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES, AND ASSUMPTIONS  

The preparation of the consolidated financial statements requires the management to make judgments, estimates, and assumptions that  

affect the reported amounts of revenues, expenses, assets, and liabilities. Significant accounting judgments, estimates, and assumptions  

are presented below.  

Accounting estimates and uncertainty of estimates  

The valuation of certain assets and liabilities requires the management to make estimates and assumptions related to future events. The  

estimates and assumptions are based on historical experience and other factors that, according to the management's assessment, are  

reasonable but also inherently subject to uncertainty and unpredictability. The assumptions may be incomplete and inaccurate, and  

unexpected events and/or circumstances may arise.  

Furthermore, the Group is subject to risks and uncertainties that may cause the actual results to differ from these estimates, both  

positively and negatively. The Group's specific risks are discussed in the relevant sections of the management's review and in the notes  

to the consolidated financial statements.  

The major assumptions concerning future events and other sources of estimation of uncertainties at the reporting date, which involve a  

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are  

presented below.  

Development projects  

There is an ongoing assessment of whether the development costs meet the criteria for capitalization as set out in the summary of  

accounting policies, note 2, and whether the development projects will generate future economic benefits.  

Development projects in progress are annually tested for impairment. Completed development projects are reviewed for impairment  

indicators. If there is evidence of impairment, an impairment test is carried out for the project concerned. The impairment test is prepared  

on the basis of factors such as the future use of the project and the present value of expected future income, interest, and risk. The  

carrying amount of completed development projects was DKK 19.8 million on December 31, 2024 (December 31, 2023: DKK 36.6 million).  

The accounting judgments, estimates, and assumptions that the management makes for development projects are consistent with  

previous years.  

NOTE 4  

OPERATING SEGMENTS  

The following tables present revenue and gross profit information about the Group's operating segments for the years ended December  

31, 2024, and 2023, respectively:  

Geographical segments  

Year ended 31 December 2024:  

AMERICAS  

ROW  

CONSOLIDATED  

DKK'000  

Revenue  

Total revenue  

80,886  

35,522  

116,408  

- Sales of goods  

72,389  

34,554  

106,943  

- Sales of services  

8,497  

968  

9,465  

Cost of goods sold  

(29,053)  

(7,996)  

(37,049)  

Segment gross profit  

51,833  

27,526  

79,359  

NOTE 4  

OPERATING SEGMENTS (CONTINUED)  

Year ended 31 December 2023:  

AMERICAS  

ROW  

CONSOLIDATED  

DKK'000  

Revenue  

Total revenue  

127,675  

54,999  

182,674  

- Sales of goods  

89,896  

52,722  

142,618  

- Sales of services  

37,779  

2,277  

40,056  

Cost of goods sold  

(34,171)  

(14,955)  

(49,126)  

Segment gross profit  

93,504  

40,044  

133,548  

Explanation abbreviations  

AMERICAS = North & South America

ROW = Rest of the World  

The geographical segmentation is based on the location of the customers.  

Business segments  

Year ended 31 December 2024:  

SMARTNIC  

ENGINEERING  

CONSOLIDATED  

DKK'000  

PRODUCTS  

SERVICES  

Revenue  

Total revenue  

112,147  

4,261  

116,408  

- Sales of goods  

106,943  

-

106,943  

- Sales of services  

5,204  

4,261  

9,465  

Cost of goods sold  

(36,843)  

(206)  

(37,049)  

Segment gross profit  

75,304  

4,055  

79,359  

Year ended 31 December 2023:  

SMARTNIC  

ENGINEERING  

CONSOLIDATED  

DKK'000  

PRODUCTS  

SERVICES  

Revenue  

Total revenue  

143,994  

38,680  

182,674  

- Sales of goods  

142,618  

-

142,618  

- Sales of services  

1,376  

38,680  

40,056  

Cost of goods sold  

(48,901)  

(225)  

(49,126)  

Segment gross profit  

95,093  

38,455  

133,548  

Revenue from Engineering services is considered a separate segment from SmartNIC products due to the difference in economic  

characteristics and the timing of recognition of revenue. The revenue from engineering service contracts is recognized in the income  

statement based on the stage of completion (over time) according to IFRS 15, while the main part of the revenue from SmartNIC products  

is recognized in the income statement at a point in time.  

The Group monitors the performance of the segments to the level of gross profit. All other items of the income statement, as well as  

assets and liabilities, are managed on a group basis and, therefore, not allocated to individual segments.  

NOTE 4  

OPERATING SEGMENTS (CONTINUED)  

Transactions with major customers  

In 2024, the Group had two customers (2023: two customers) with revenue amounting to 10% or more of the total revenue of the Group.  

Revenue from the first significant customer amounted to DKK 22,720 thousand (2023: DKK 31,274 thousand), corresponding to 20%  

(2023: 17%) of the Group revenue. Revenue from the second significant customer amounted to DKK 14,085 thousand (2023: DKK 9,183  

thousand), corresponding to 12% (2023: 5%) of the Group revenue. Revenue from the first significant customer is arising from sales in  

the Americas segment and from both the SmartNIC Product segment (91%) and the Engineering Services segment (9%). Revenue from  

the second significant customer is arising from sales in the Americas segment and the SmartNIC Products segment.  

NOTE 5  

STAFF COSTS  

Employee benefits expense is reported as follows:  

DKK'000  

2024  

2023  

Wages and salaries  

92,525  

87,564  

Defined contribution schemes  

4,250  

3,770  

Share-based payment expense (note 7)  

10,900  

2,536  

Social security costs  

3,551  

3,054  

Total employee benefits expense  

111,226  

96,924  

Transferred to capitalized development costs  

(6,232)  

(9,299)  

Total staff costs  

104,994  

87,625  

Average number of employees  

82  

77  

Compensation of key management personnel of the Group is as follows:  

Enployee benefits expense is reported as follows:  

2024  

2023  

Executive  

Other  

Board of  

Executive  

Other  

Board of  

management management  

Directors  

management management  

Directors  

Short-term staff benefits  

2,416  

9,939  

637  

7,497  

6,026  

1,575  

Defined contribution schemes  

143  

342  

-

209  

119  

-

Share-based payment expense  

5,831  

1,717  

978  

549  

1,255  

195  

Total compensation of key management personnel  

8,390  

11,998  

1,615  

8,255  

7,400  

1,770  

The executive management in 2023 consisted of the CEO and the CFO, while other management consisted of the COO, CMO, and CR DO.  

Until February 2023, the CEO of Napatech was Ray Smets, and Henrik Brill Jensen was the COO. On February 27, 2023, Henrik Brill Jensen  

replaced Ray Smets as CEO of Napatech. On January 21, 2024, Lars Boilesen replaced Henrik Brill Jensen as CEO of Napatech, and Henrik  

Brill Jensen returned to his previous position as COO. From January 21, 2024, the Executive management consists of the CEO, while other  

management consists of the CFO, COO, CMO, and CRDO.  

NOTE 6  

RESEARCH AND DEVELOPMENT COSTS  

Research and development costs, including annual amortization and impairment of completed development projects and development  

projects in progress recognized in the consolidated income statement, are DKK 102,089 thousand (2023: DKK 87,330 thousand). All  

research and development costs are incurred by the parent company. The total amount of research and development costs recognized  

in the balance sheet is DKK 24,033 thousand (2023: DKK 38,827 thousand).  

NOTE 7  

SHARE-BASED PAYMENTS  

Employees and members of the management in both the parent company and the US-based subsidiary are eligible for share option  

schemes. They are granted a certain number of share options in the parent company in return for the services they provide to the Group.  

Share options under these schemes are granted at fixed exercise prices. The right to share options can only be vested as long as the  

holder is an employee of the Group. Members of the Board of Directors are eligible for share option schemes under corresponding terms  

as long as the holder is a member of the Board of Directors of the Group.  

The share-based payment expense is measured at fair value on the grant date using the Black-Scholes model. The expense is recognized  

in the income statement with the counter item in the share-based payment reserve under equity, and it is recognized over (a) the period  

during which the share option holder has met the vesting conditions or (b) the period in which an exercising event is likely to occur if this  

period is shorter.  

Share-based payment programs with outstanding share options on December 31, 2024  

Based on the decision made by the General Assembly in April 2017 to issue 460,000 share options, the Board of Directors issued 460,000  

share options in September 2018 with the nominal value of DKK 0.25 at an exercise price of NOK 5.00 (DKK 3.88). The share options'  

lifetime is 8 years, where the share options holders are subject to a lock-up period in the first 2 years of the share options' lifetime. The  

share options vest with 1/6 in each of the remaining 6 years of the share options' lifetime.  

Based on the decision made by the General Assembly in April 2018 to issue 480,000 share options, the Board of Directors issued 319,600  

share options in September 2018 with a nominal value of DKK 0.25 at an exercise price of NOK 5.00 (DKK 3.88). The share options' lifetime  

is 8 years, where the share options holders are subject to a lock-up period in the first 2 years of the share options' lifetime. The share  

options vest with 1/6 in each of the remaining 6 years of the share options' lifetime.  

Based on the same decision made by the General Assembly in April 2018 to issue 480,000 share options, the Board of Directors issued  

55,000 share options in December 2018 with the nominal value of DKK 0.25 at an exercise price of NOK 3.20 (DKK 2.45). The share  

options' lifetime is 8 years, where the share options holders are subject to a lock-up period in the first 2 years of the share options'  

lifetime. The share options vest with 1/6 in each of the remaining 6 years of the share options' lifetime.  

The general terms for all issues based on the 2017 and 2018 share options program are summarized as follows:  

Earliest exercise date  

2 years from the grant date  

Latest exercise date  

8 years from the grant date  

Based on the decision made by the General Assembly in April 2019 to issue 2,076,704 share options, the Board of Directors issued  

1,736,800 share options in July 2019 with the nominal value of DKK 0.25 at an exercise price of NOK 1.50 (DKK 1.16). The share options'  

lifetime is 8 years, where the share options holders are subject to a lock-up period in the first year of the share options' lifetime. The  

share options vest with 1/4 in each of the following 4 years.  

The general terms for all issues based on the 2019 share options program are summarized as follows:  

Earliest exercise date  

1 year from the grant date  

Latest exercise date  

8 years from the grant date  

Based on the decision made by the General Assembly in April 2020 to issue 1,000,000 share options, the Board of Directors issued 995,000  

share options in May 2020 with the nominal value of DKK 0.25 at an exercise price of NOK 4.18 (DKK 2.89). The share options' lifetime is  

8 years, where the share options holders are subject to a lock-up period in the first year of the share options' lifetime. The share options  

vest with 1/4 in each of the following 4 years.  

Based on the same decision made by the General Assembly in April 2020 to issue 1,000,000 share options, the Board of Directors issued  

330,000 share options in August 2023 (as some share options have reverted to the pool) with the nominal value of DKK 0.25 at an exercise  

price of NOK 9.92 (DKK 6.42). The share options' lifetime is 8 years, where the share options holders are subject to a lock-up period in  

the first year of the share options' lifetime. The share options vest with 1/4 in each of the following 4 years.  

Based on the same decision made by the General Assembly in April 2021 to issue 460,000 share options, the Board of Directors issued  

40,000 share options in August 2023 with a nominal value of DKK 0.25 at an exercise price of NOK 9.92 (DKK 6.42). The share options'  

lifetime is 8 years, where the share options holders are subject to a lock-up period in the first year of the share options' lifetime. The  

share options vest with 1/4 in each of the following 4 years.  

The general terms for all issues based on the 2020 and 2021 share options program are summarized as follows:  

Earliest exercise date  

1 year from the grant date  

Latest exercise date  

8 years from the grant date  

NOTE 7  

SHARE-BASED PAYMENTS (CONTINUED)  

Based on the decision made by the General Assembly in April 2022 to issue 440,000 share options to members of the Board of Directors,  

the Board of Directors issued 114,487 share options in June 2022 with a nominal value of DKK 0.25 at an exercise price of DKK 0.25. The  

share options' lifetime is 2 years and 10 months. All the share options vest at the grant date.  

Based on the same decision made by the General Assembly in April 2022 to issue 440,000 share options to members of the Board of  

Directors, the Board of Directors issued 251,007 share options in June 2022 with the nominal value of DKK 0.25 at an exercise price of  

DKK 0.25. The share options' lifetime is 2 years and 10 months. The share options vest with 1/10 in each of the following 10 months.  

Based on the same decision made by the General Assembly in April 2022 to issue 440,000 share options to members of the Board of  

Directors, the Board of Directors issued 52,924 share options in March 2024 with the nominal value of DKK 0.25 at an exercise price of  

DKK 0.25. The share options' lifetime is 2 years. The share options vest within one month from the grant date. In November 2024, the  

Board of Directors canceled 18,488 of these share options.  

Based on the same decision made by the General Assembly in April 2022 to issue 440,000 share options to members of the Board of  

Directors, the Board of Directors issued 61,582 share options in March 2024 with the nominal value of DKK 0.25 at an exercise price of  

DKK 0.25. The share options' lifetime is 2 years. All the share options vest at the grant date. In November 2024, the Board of Directors  

canceled 21,512 of these share options.  

The general terms for all issues based on the 2022 share options program to the Board of Directors are summarized as follows:  

Earliest exercise date  

immediately from the grant date  

Latest exercise date  

2 years and 10 months from the grant date  

Based on the decision made by the General Assembly in April 2022 to issue 800,000 share options to key employees, the Board of  

Directors issued 300,000 share options in June 2022 with a nominal value of DKK 0.25 at an exercise price of NOK 11.00 (DKK 7.92). The  

share options' lifetime is 8 years, where the share options holders are subject to a lock-up period in the first year of the share options'  

lifetime. The share options vest with 1/4 in each of the following 4 years.  

Based on the same decision made by the General Assembly in April 2022 to issue 800,000 share options to key employees, the Board of  

Directors issued 400,000 share options in August 2023 with a nominal value of DKK 0.25 at an exercise price of NOK 9.92 (DKK 6.42). The  

share options' lifetime is 8 years, where the share options holders are subject to a lock-up period in the first year of the share options'  

lifetime. The share options vest with 1/4 in each of the following 4 years.  

The general terms for all issues based on the 2022 share options program to key employees are summarized as follows:  

Earliest exercise date  

1 year from the grant date  

Latest exercise date  

8 years from the grant date  

Based on the decision made by the General Assembly in February 2024 to issue 2,000,000 share options to the CEO, the Board of Directors  

issued 2,000,000 share options in February 2024 with the nominal value of DKK 0.25 at an exercise price of NOK 17.21 (DKK 11.26). The  

share options' lifetime is 9 years, where the share options holder is subject to a 3-year lock-up period. The share options vest with 1/4 in  

each of the following 4 years.  

Based on the decision made by the General Assembly in April 2024 to issue 1,500,000 share options to employees and management, the  

Board of Directors issued 530,000 share options in June 2024 with a nominal value of DKK 0.25 at an exercise price of NOK 33.10 (DKK  

21.60). The share options' lifetime is 8 years, where the share options holders are subject to a 3-year lock-up period. The share options  

vest with 1/4 in each of the following 4 years.  

All the 3,500,000 share options can be returned to the pool and used for issue to employees and management until 31 January 2029.  

The general terms for all issues based on the 2024 share options program are summarized as follows:  

Earliest exercise date  

3 years from the grant date  

Latest exercise date  

9 years from the grant date  

NOTE 7  

SHARE-BASED PAYMENTS (CONTINUED)  

2024  

Other  

Board of Directors  

Management  

Employees  

Total  

Avg.  

Avg.  

Avg.  

Avg.  

Number  

Number  

Number  

Number  

Share options  

ex. price  

ex. price  

ex. price  

ex. price  

At 1 January 2024  

365,494  

0.25 2,458,333  

5.34  

751,635  

5.58 3,575,462  

4.87  

Granted during the year  

114,506  

0.25 2,000,000  

11.26  

530,000  

21.60 2,644,506  

12.86  

Exercised during the year  

(127,624)  

0.25  

(494,999)  

3.03  

(198,339)  

3.24  

(820,962)  

2.65  

Expired/reversed during the year  

(40,000)  

0.25  

-

-

(20,000)  

9.89  

(60,000)  

3.46  

At 31 December 2024  

312,376  

0.25 3,963,334  

8.62 1,063,296  

13.92 5,339,006  

9.19  

Exercisable at 31 December 2024  

312,376  

0.25 1,238,333  

5.10 392,354  

5.65 1,943,063  

4.43  

The outstanding share options on 31 December 2024 for the Board of Directors were all granted to Lars Boilesen for his services as  

Chairman of the Board. In February 2024, Lars Boilesen moved to the position of CEO.  

2023  

Other  

Board of Directors  

Management  

Employees  

Total  

Avg.  

Avg.  

Avg.  

Avg.  

Number  

Number  

Number  

Number  

Share options  

ex. price  

ex. price  

ex. price  

ex. price  

At 1 January 2023  

365,494  

0.25 3,884,144  

4.44  

777,960  

5.47 5,027,598  

4.30  

Granted during the year  

-

-

650,000  

6.42  

120,000  

-

770,000  

6.42  

Exercised/expired during the year  

-

-

(2,075,811)  

3.99  

(146,325)  

5.69 (2,222,136)  

4.10  

At 31 December 2023  

365,494  

0.25 2,458,333  

5.34  

751,635  

5.58 3,575,462  

4.87  

Exercisable at 31 December 2023  

365,494  

0.25 1,345,832  

3.72  

465,262  

4.32 2,176,588  

3.26  

In 2023, 922,069 options were exercised, and 1,300,067 lapsed.  

The share-based payment expense for the Group specified in management categories can be found in note 6.  

The following shows the exercise price of the outstanding share options  

Number of share options at 31 December  

2024  

2023  

Exercise price DKK 3.88  

197,521  

483,768  

Exercise price DKK 2.45  

18,334  

55,000  

Exercise price DKK 1.16  

592,525  

777,450  

Exercise price DKK 3.32  

-

10,000  

Exercise price DKK 2.89  

253,750  

411,750  

Exercise price DKK 14.63  

377,000  

392,000  

Exercise price DKK 13.36  

-

10,000  

Exercise price DKK 0,25  

272,306  

365,494  

Exercise price DKK 7,92  

300,000  

300,000  

Exercise price DKK 6,42  

757,500  

770,000  

Exercise price DKK 11.26  

2,000,000  

-

Exercise price DKK 0,25  

40,070  

-

Exercise price DKK 21.6  

530,000  

-

Total number of outstanding share options  

5,339,006  

3,575,462