The annual report was presented and adopted at the
Company's annual general meeting
On 2 July 2026
__________________________________________
chairman of the annual general meeting
Teracloud ApS
Nicolai Eigtveds Gade 26, 5.
1402 København K
Denmark
CVR no. 43 12 80 35
Annual report 2025
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
1
Contents
Statement by the Board of Directors and the Executive Board 2
Independent auditor's report 3
Management's review 6
Company details 6
Financial highlights group 7
Operating review 8
Consolidated financial statements 1 January – 31 December 12
Income statement 12
Statement of comprehensive income 12
Statement of financial position 13
Statement of changes in equity 15
Statement of cash flow 16
Notes 17
Parent company financial statements 1 January – 31 December 48
Income statement 48
Statement of financial position 49
Statement of changes in equity 51
Notes 52
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Annual report 2025
CVR no. 43 12 80 35
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Statement by the Board of Directors and the Executive
Board
Executive Board:
Board of Directors:
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Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
3
Independent auditor's report
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Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
4
Independent auditor's report
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Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
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Independent auditor's report
CVR no. 25 57 81 98
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Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
6
Management's review
Company details
Denmark
CVR no. 43 12 80 35
Established: 7 March 2012
Registered office: Copenhagen
Financial year: 1 January – 31 December
Board of Directors
Johan Harald Gedda
Knud Erik Banke Kristensen
Danielle O'Brien Dickie
Executive Board
Johan Harald Gedda
Auditor
KPMG
Statsautoriseret Revisionspartnerselskab
CVR no. 25 57 81 98
Annual general meeting
The annual general meeting will be held on 2 July 2026.
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Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
7
Management's review
Financial highlights group
USD'000
2025
2024
2023
2022
2021
Revenue
67,840
75,702
61,782
61,879
50,466
Gross profit/loss
47,017
57,205
47,254
45,120
36,769
Operating profit/loss
7,256
18,611
12,848
14,531
11,505
Profit/loss before financial income and
expenses
-1,402
9,005
5,479
6,874
4,043
Profit/loss from financial income and
expenses
4,332
9,479
3,119
5,910
3,700
Profit/loss for the year
3,190
7,650
2,243
3,422
3,560
Total assets
64,678
85,416
92,263
103,228
77,566
Investments in property, plant and
equipment
0
229
1,473
176
511
Equity
27,736
42,363
44,657
51,982
44,084
Cash flows from operating activities
15,103
14,977
12,893
21,106
7,923
Cash flows from investing activities
-624
3,668
6,193
-33,527
-10,511
Cash flows from financing activities
-21,363
-16,864
-15,838
8,606
8,503
Total cash flows
17,686
24,570
22,789
19,540
23,355
Gross margin
69.3%
75.6%
76,5%
72.9%
72.9%
Operating margin
-2.1%
11.9%
8.9%
11.1%
8.0%
Return on invested capital
-59.7%
139.0%
127.2%
51.1%
22.6%
Current ratio
130.0%
187.2%
138.5%
158.1%
181.5%
Return on equity
9.1%
17.6%
4.9%
7.5%
9.5%
Average number of full-time employees
268
258
182
The financial ratios have been calculated as follows:
Gross margin
Gross profit/loss x 100
Revenue
Operating margin
Profit/loss before financial income and expenses x 100
Revenue
Return on invested capital
Profit/loss before financial income and expenses x 100
Average invested capital
Invested capital Operational intangible assets and
property, plant and equipment as well as
net working capital
Current ratio
Current assets x 100
Short-term debt
Return on equity
Profit after tax x 100
Average equity
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Annual report 2025
CVR no. 43 12 80 35
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Management's review
Operating review
Principal activities
The purpose of Teracloud ApS (Teracloud or the Company) is to acquire participating interest in various
software businesses. The Company's principal operating brands are:
• 21CS (formerly "21st Century Software") [www.21cs.com] – 21CS develops, markets, and supports
middleware for IBM's z operating system (z/OS). Its solutions complement existing z/OS software
marketed by IBM. Additionally, its solutions are hardware-neutral and run on most major z/OS-based
mainframes.
• VMS Software ("VMS") [www.vmssoftware.com] – VMS develops, markets, and supports innovative
and advanced releases of the OpenVMS operating system. OpenVMS is a multi-user, multiprocessing
virtual memory-based operating system designed to support time-sharing, batch processing, transaction
processing and workstation applications.
• VSEn ("VSE") [www.21CS/VSEn] – The Company's first version of the VSE operating system enters
the market under the name: VSEn V6.3. VSEn is designed to offer non-disruptive compatibility with
previous versions of IBM z/VSE. VSEn V6.3 also addresses fixes and features that have been applied
to IBM z/VSE 6.2 and offers the newest releases of the TCP/IP stacks and installation enhancements.
• Streams ("Streams") [www.streams.teracloud.com] Building on the trusted foundation of IBM Streams,
Teracloud Streams takes real-time analytics to the next level with advanced cloud capabilities, modern
security and AI integration. Designed for scalability, flexibility and industry-leading performance,
Teracloud Streams ensures continuity for existing users while unlocking innovation for new clients.
• Numerous technology ("Numerous") [www.numerous.com]. This business area is developing software
technology for simulating, designing, operating and monitoring performance of clean tech energy
systems. The technology is not yet commercially available and is still in the research phase.
Events during the financial year
One of the Company’s investments in Feats Aps was dissolved. A newly established subsidiary, Feats
Collective Aps, in which Teracloud holds a majority ownership interest, acquired the assets from the
company and now continues the development activities.
Risks and Uncertainties
The Company is subject to a number of risks associated with emerging, technology-oriented companies.
Principal among these risks are risks associated with an evolving and unpredictable business model,
development of new technological innovations, customer acceptance of new products, marketing the
Company's products, dependence upon key individuals, competition from larger, more financially
independent competitors and the need to obtain adequate financing to fund future operations.
Events after the balance sheet date
No events have occurred after the balance sheet date.
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Annual report 2025
CVR no. 43 12 80 35
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Management's review
Operating review
Development in activities and financial position
The Company's VMS Software business area continues to consolidate its position as the leading supplier of
software for the OpenVMS operating system market. The Company's 21CS business area continues to build
new products for the z/OS ecosystems, marketed through an OEM arrangement with IBM, including
solutions for disaster recovery, reporting, change management and migration solutions, making the
Company the expert on data storage. In 2025, Teracloud generated USD 67.8 million in revenue compared
to USD 75.7 million in 2024. Total operating expense in 2025 was USD 47 million compared to USD 57
million in 2024. The development is impacted by less license revenue and costs remain on same level. The
result for the year is impacted by positive financial income.
Currently, the Company is headquartered in Denmark, with offices in the US, Australia, Germany, Sweden,
Armenia, Greece, Egypt, the UK and New Zealand. The Company continues to grow its portfolio, employee
base and revenue.
Investments in new products
The Company is continuously diversifying its portfolio to grow its revenue base. The Company's plan to
introduce new products to the market is based on the expected revenue potential, particularly aimed at
gaining new customers and/or expanding into new vertical markets.
21CS continues to make investments in new products to diversify product offerings and provide a wide
variety of solutions to customers. These include but are not limited to enhancing compliance, configuration
control, resiliency, cloud data enablement, local or global data migration and intelligent and automated data
set encryption.
VMS continuously combines leading-edge technology and new industry standards with OpenVMS systems
to provide our customers and partners with choice and opportunity to profitably prioritise business needs. By
linking the past to the future, we help OpenVMS users to protect and realise the full value of their application
investments.
Outlook
The Company's operating systems, along with its mainframe storage and capacity products, serve some of
the world's largest enterprises, offering actionable insights to optimise their computing environments.
Supporting the existing customer base remains a key priority, with a focus on ensuring that products remain
viable and continue to deliver value. Leveraging its expertise in data management, the Company aims to
enhance product performance while exploring additional use cases that drive business value.
In its z/OS segment, the Company, in partnership with its OEM collaborator IBM, plans to introduce
innovative products to the market, strategically aligned with revenue potential and broader organisational
goals. The Company expects results for the year 2026 in the range of USD 2-6 million (EBITDA).
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Annual report 2025
CVR no. 43 12 80 35
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Management's review
Operating review
Research and development activities
The Company has significant research and development activities globally across all products. The largest
software development labs performing these activities are in Australia, Germany and the US. Research and
development activities are conducted on existing products to maintain as well as enhance and improve
customer benefits and experience of our products. Research and development activities are conducted on
new products to enhance and update as deemed necessary to introduce to customers.
The Company does not capitalize hours spent on development. This is because there is such a close link
between development and maintenance.
Own shares in parent company
The Company has own shares and further details are disclosed in note10 to the parent company financial
statements (.
Corporate social responsibility
In accordance with section 99a of the Danish Financial Statements Act, Teracloud's statement on CSR is
an integrated part of the annual report in the Parent Company, Kapitalen ApS, CVR no. 34 88 34 59. The
report can be found at datacvr.virk.dk .
Goals and policies for the underrepresented gender
The Company has a duty to consider its responsibility in relation to goals and policies for the
underrepresented gender.
The Company's policy is to promote a diverse workplace and work to promote the number of the
underrepresented gender in senior positions. We want to ensure that all our employees can make the best
use of their skills, regardless of gender, ethnicity, religion, political opinion, age, disability and sexual
orientation. We want to maintain a working environment that is free from harassment and discrimination and
respects diversity.
In the Company, initiatives are defined for the retention and development of female employees at middle
management level. This is done by offering training and providing advice to leaders and employees
regarding skills development. Furthermore, in connection with new hires, the Company considers all qualified
applicants for a given position regardless of gender, ethnicity, religion, political opinion, age, disability and
sexual orientation, etc.
At the moment, the Board of Directors in Teracloud ApS consists of two men and one woman, and the
Executive Board consist of one man.
The Company's goals and policy for diversity in the Company's Management levels are based on an
objective that at least 1/3 of the Management must be of the under-represented gender. As one in three
board members are men equal distribution has been achieved.
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Annual report 2025
CVR no. 43 12 80 35
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Management's review
Operating review
Research and development activities
At the end of 2025, the Company's Executive Board consists of one member. On other management levels,
Management consists of nine persons, where 22% of the Management positions were held by women and
78% by men. As 50% of the daily management consists of women, equal distribution has been achieved at
other management levels.
Reporting on data ethics
Teracloud's statement on data ethics according to section 99d of the Danish Financial Statements Act is an
integrated part of the annual report of the Parent Company, Kapitalen ApS, CVR no. 34 88 34 59. The report
can be found at data.virk.dk .
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Annual report 2025
CVR no. 43 12 80 35
12
Consolidated financial statements 1 January –
31 December
Income statement
USD'000
Note
2025
2024
Revenue
2
Cost of sales
-3,746
-2,661
Other external costs
-17,076
-15,836
Gross profit/loss
Staff costs
3
-39,762
-38,594
Depreciation, amortisation and impairment losses
7, 8, 9
-8,658
-9,606
Profit/loss before financial income and expenses
-1,402
Financial income
5
Financial expenses
5
-566
-1,602
Profit/loss before tax
Tax on profit/loss for the year
6
-1,142
-1,829
Profit/loss for the year
Profit/loss attributable to:
Owners of the Company
Non-controlling interest
-192
Statement of comprehensive income
Profit/loss for the year
Other comprehensive income that will be reclassified
subsequently to the profit or loss
Cumulative translation adjustment
-70
-229
Total comprehensive income
Profit/loss attributable to:
Owners of the Company
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Annual report 2025
CVR no. 43 12 80 35
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Consolidated financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2025
2024
ASSETS
Intangible assets
7
Property, plant and equipment
8
Right-of-use asset
9
Financial assets
16
Deferred tax assets
10
Total non-current assets
Trade receivables
11
Prepayments
Other investments
12,17
Other receivables
Cash at bank and in hand
Total current assets
TOTAL ASSETS
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Annual report 2025
CVR no. 43 12 80 35
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Consolidated financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2025
2024
EQUITY AND LIABILITIES
Equity
Contributed capital
13
Foreign currency translation reserve
-16
Retained earnings
Own shares
Non-controlling interest
-192
Total equity
Non-current liabilities
16
Lease liability
Contract liabilities
Other payables
Total non-current liabilities
Current liabilities
16
Loans from credit institutions
Lease liabilities
Trade payables
Other payables, including taxes payable
Contract liabilities
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
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Annual report 2025
CVR no. 43 12 80 35
15
Consolidated financial statements 1 January – 31 December
Statement of changes in equity
Attributable to owners of the Company
USD'000
Contributed
capital
Foreign currency
translation reserve
Own
shares
Retained
earnings
Total
Non-controlling
interest
Total
Equity
Equity at 1 January 2024
Net profit for the year
Other comprehensive income for the year
-229
-229
-229
Dividends
-10,000
-10,000
-10,000
Contribution from parent
Acquisition of treasury shares
-4,650
-4,650
-4,650
Transfer, Own shares
-2,093
Transfers from acquisition of subsidiary
Total comprehensive income for the year
-229
-4,158
-2,294
-2,294
Equity at 31 December 2024
Net profit for the year
-192
Other comprehensive income for the year
-69
-69
-69
Dividends
-19,300
-19,300
-19,300
Treasury shares
-465
Transfers from acquisition of subsidiary
Total comprehensive income for the year
-69
-465
-13,900
-14,434
-192
-14,626
,
,
-16
-192
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Annual report 2025
CVR no. 43 12 80 35
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Statement of cash flow
USD'000
Note
2025
2024
Profit/loss for the year
Depreciation, amortisation and impairment losses
Other adjustments of non-cash operating items
-5,172
Cash generated from operations before changes in working
capital
Changes in working capital
15
-4,048
Cash generated from operations
Interest paid
-223
-394
Interest received
Tax paid
Cash flows from operating activities
Acquisition of intangible assets
Acquisition of financial assets
-686
Acquisition of other investments
Disposal of property, plant and equipment
-849
-229
Cash flows from investing activities
-624
Proceeds from credit institutions
-169
-5,169
Payment of lease liabilities
-1,894
-1,694
Dividend paid
-19,300
-10,000
Cash flows from financing activities
-21,363
-16,863
Net change in cash flow
-6,884
Cash flow for the year
Cash and cash equivalents at the beginning of the year
Effect of movements in exchange rates on cash held
-1
Cash and cash equivalents at year end
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Annual report 2025
CVR no. 43 12 80 35
17
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies
The annual report for the period 1 January – 31 December 2025, includes the consolidated financial
statements of Teracloud ApS (the Parent) and its subsidiary undertaking (the Group). The consolidated
financial statements of the Group have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and additional Danish disclosure requirements applying to reporting
class C large entities.
Reclassification
The Company has reclassified minor individual items in the income statement. The reclassifications have
only affected the line-item gross profit but have not affected results for the year or equity. Comparative
figures have been restated accordingly.
Foreign currency translation
The Group's consolidated financial statements are presented in U.S. Dollar (USD), which is also the Parent
Company's functional currency. Most of the Company's customers enter into contracts that are denominated
in U.S. Dollars. The Company's expenses are generally denominated in the currencies of the countries
where its operations are located, which is primarily in the U.S., Australia and Europe.
All monetary assets and liabilities denominated in foreign currencies are translated into U.S. Dollars using
the exchange rates in effect at the balance sheet date. All other assets and liabilities are translated into U.S.
Dollars using historical exchange rates at the transaction date. Foreign currency denominated revenue and
expenses are remeasured using the average exchange rates in effect during each period.
Differences in exchange rates arising from the translation of foreign subsidiaries' equity at the beginning of
the year at the exchange rates at the balance sheet date and from the translation of income statements from
the average exchange rates for the currency exchange rates at the balance sheet date are recognised
directly in other comprehensive income.
Consolidated financial statements
The consolidated financial statements comprise the Parent Company, Teracloud ApS, and its subsidiaries.
On consolidation, intra-group income and expenses, shareholdings, intra-group balances and dividends and
realised and unrealised gains and losses on intra-group transactions are eliminated.
Non-controlling interests
Items of subsidiaries are fully recognised in the consolidated financial statements. The non-controlling
interests proportionate shares of the subsidiaries profit and of equity is included as part of the group’s profit
and equity, respectively.
New standards and interpretations not yet adopted
The IASB has issued a number of new amendments to accounting standards which are not mandatory for
31 December 2025 reporting periods. The amendments are not early adopted by the Company. Teracloud
ApS expects to adopt these standards, amendments and interpretations when they become mandatory.
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Annual report 2025
CVR no. 43 12 80 35
18
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
It is Management's assessment that none of these will significantly affect the Company's financial
statements.
IFRS 18 “Presentation and Disclosure in Financial Statements” replaces IAS 1 and becomes effective on 1
January 2027.
The new IFRS 18 primarily affects the presentation of the income statement and the statement of cash flows,
particularly regarding the classification between operating, investing, and financing activities. IFRS 18 will
also introduce additional disclosure requirements but will not change the accounting policies applied in
relation to recognition and measurement. Therefore, it will have no impact on net profit.
Critical accounting estimates and judgements
The preparation of the consolidated financial statements requires Management to make estimates and
assumptions that may have a significant effect on the application of policies and reported amounts of assets,
liabilities, income, expenses and related disclosures. The estimates and underlying assumptions are based
on historical experience and various other factors.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. Changes in estimates may be necessary if there are changes in the circumstances on
which the estimate was based, or if more detailed information becomes available. Such changes are
recognised in the period in which the estimate in question is revised.
The application of the Company's accounting policies may require Management to make judgments that can
have a significant effect on the amounts recognised in the consolidated financial statements. Management
judgment is required in particular when assessing the substance of transactions that have a complicated
structure or legal form.
The critical accounting estimates and judgments could potentially have a significant impact on the
consolidated financial statements.
The table below shows critical accounting estimates and judgments and their level of potential impact on the
consolidated financial statements:
Financial Statement
Line Item
Note
Critical accounting
estimate and
judgements
Estimate/
judgement
Potential impact from
estimate and
judgement
Intangible assets and
impairment of goodwill
7
Impairment of
intangible assets
and goodwill
Estimate
●○○
Trade receivables
11
Allowance for
doubtful trade
receivables
Estimate
●○○
Right of use assets and
lease obligations
9
Assessment of
determined
lease term including
expected exercise
of extension- and
termination options.
Judgement
●○○
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Annual report 2025
CVR no. 43 12 80 35
19
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Income statement
Revenue
License
The Company's licenses grant the customer a right to use the intellectual property (IP) and as the Company
does not undertake activities that substantively change the IP to which the customer has rights during the
license period, revenue is satisfied at a point in time according to IFRS 15. Revenue is recognised at the
point in time when the software license key is delivered to the customer, and the customer may use and
benefit from the software license.
Maintenance and support
The Company's maintenance and support is made up of technical support, bug fixes, and when-and-if
available unspecified software upgrades. Maintenance and support revenue are recognised over time
measured based on the percentage of completion relative to the term of the maintenance and support
contract. Maintenance and support contracts are invoiced upon execution of the contract or annually over
the term of the contract.
Professional Services
The Company's professional services primarily include consulting services associated with the
implementation of software licenses. Professional services are distinct performance obligations, and the
related revenue is recognised at the point in time when the customer can benefit from the services. The
Company applies the practical expedient of recognising revenue upon invoicing for time and materials-based
arrangements as the invoiced amount corresponds to the value of the professional services provided.
Royalties and Service Fees
The Company derives royalty revenues in connection with three supplier relationship agreements with
International Business Machine Corporation (IBM). Under these agreements with IBM, the total royalty due
associated with the sale of a software license is received via a one-time payment after the software license
key is delivered to the end customer. Royalty revenue for software licenses is recognised at a point in time
upon delivery of the software license key. The total royalty or service fee due associated with the sale of
maintenance and support is recognised pro rata on an over time basis on a quarterly basis over the term of
the underlying contract with the end customer.
Cost of sales
Cost of sales comprises costs incurred to generate revenue for the year.
Other external costs
Other external costs comprise costs for distribution and sales costs, costs for advertising, administrative
expenses, costs of premises, etc.
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Annual report 2025
CVR no. 43 12 80 35
20
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Staff costs
Staff costs comprise wages and salaries, including holiday allowance, pension and other social security
costs. The costs are recognised in the year which the associated services are rendered by the employees.
Depreciation, amortisation and impairment losses
Depreciation, amortisation and impairment losses relating to intangible assets and property, plant and
equipment comprise depreciation, amortisation and impairment losses for the financial year, calculated on
the basis of the residual values and useful lives of the individual assets and impairment testing.
Financial income and expenses
Finance income and costs comprise interest income and expense, payables and transactions denominated
in foreign currencies as well as surcharges and refunds under the on-account tax scheme, etc.
Tax on profit/loss for the year
Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax
rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the
amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries
directly in equity.
Statement of financial position
Intangible assets
Intangible assets comprise goodwill and other intangible assets such as customer relationships, technology,
tradename and covenant not to complete.
Goodwill
Initially, goodwill is recognised at cost. Subsequently, goodwill is measured at cost less accumulated
impairment. Goodwill is not amortised.
The carrying amount of goodwill are tested for impairment at least annually. The impairment test may be
performed at any time during the year provided that it is performed at the same time each year. Impairment
losses are recognised directly in profit for the year and are not subsequently reserved.
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and impairment losses.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using
the straight-line method over their estimated useful economic lives and is recognised in profit and loss as
incurred.
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Annual report 2025
CVR no. 43 12 80 35
21
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Intangible assets (continued)
The estimated useful lives are as follow:
Customer relationship
6-11 years
Technology
5-15 years
Tradename
6-9 years
Amortisation methods, useful lives and residual values are received at each reporting date and adjusted is
appropriate.
Property, plant and equipment
Property, plant and equipment are initially recognised at cost and subsequently measured at cost less
accumulated depreciation and impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated
residual values using the straight-line methods over the estimated useful life and is recognised in profit and
loss. The estimated useful lives are as follows:
Computer equipment
1 - 7 years
Furniture and fixtures
5 years
Leasehold improvements
5 years
The useful life and residual value are reassessed annually. Changes are treated as accounting estimates,
and the effect on depreciation is recognised prospectively.
Impairment of non-current assets
The carrying amount of intangible assets and property, plant and equipment is subject to an annual test for
indications of impairment other than the decrease in value reflected by depreciation or amortisation.
Impairment tests are conducted of individual assets or groups of assets when there is an indication that they
may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
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Annual report 2025
CVR no. 43 12 80 35
22
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Leases
Leases are recognised as right-of-use assets with the corresponding liability at the time the asset is available
for use by the Group. Assets and liabilities arising from a lease are measured on a present value basis.
Right-of-use assets are recognised at the commencement date of the lease when the asset is available for
use. Right-of-use assets are initially 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 recognised, initial direct costs incurred, lease payments made at or before the
commencement date, less any lease incentives received. Right-of-use assets are depreciated over the
shorter of the asset's useful life and the lease term on a straight-line basis. An assessment is made at each
reporting date of whether there is any indication that a right-of-use asset may be impaired. If any such
indication exists, an impairment test is carried out.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, of that rate cannot be readily
determined, the Company's incremental borrowing rate. Lease payments included in the measurement of
the lease liability comprise the following:
- fixed payments, including in-substance fixed payments,
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date,
- amounts expected to be payable under a residual value guarantee, and
- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease
payments in an optional renewal period if the company is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Company is reasonably certain not to
terminate early.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
23
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Financial instruments
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designed
as FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
All financial assets not classified as measured at amortised cost as described above are measured at
FVTPL.
Trade receivables are initially recognised when they are originated. All other financial assets and liabilities
are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
Receivables are measured at amortised cost using the effective interest method less allowance for lifetime
expected credit losses using the simplified approach.
Receivables are assessed on an individual basis at the reporting date. The assessment takes into account,
among other factors, the counterparty’s financial position, payment history, current and expected future
conditions, as well as management’s judgement regarding the probability of default and the magnitude of
the expected loss. Where there is objective evidence of credit impairment, an individual impairment loss is
recognised based on an estimate of the expected future cash flows, discounted at the effective interest rate.
Interest income, foreign exchange gains and losses and impairment are recognised in profit and loss. Any
gain or loss on derecognition is recognised in profit or loss.
The Company recognises loss allowance for expected credit loss on financial assets measured at amortised
cost. To measure the expected credit losses, trade receivables have been grouped based on shared credit
risk characteristics and days past due. Furthermore, an allowance for lifetime expected credit losses for
trade receivables is recognised on initial recognition. Lifetime expected credit losses are the expected credit
losses that result from all possible default events over the expected life of a financial instrument. Credit
losses are measured as the present value of all cash shortfalls and is discounted at the effective interest
rate of the financial asset.
The Company considers financial assets to be in default when:
- the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the
Company to actions such as realising security (if any is held), or
- the financial asset is more than 90 days past due.
Prepayments
Prepayments comprise prepayment of costs incurred relating to subsequent financial years.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased
to be cash equivalents.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
24
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Corporation tax and deferred tax
Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable
income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account. The
amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes. It is measured using tax rates arising from
dividends.
Deferred tax assets are recognised for the tax value of tax loss carry forwards, are recognised at the
expected value of their utilisation within the foreseeable future; either as a set-off against tax on future
income or as a set-off against deferred tax liabilities in the same legal tax entity.
Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance
sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a
result of changes in tax rates are recognised in the income statement, statement of other comprehensive
income or equity, respectively.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which
the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
Temporary differences in relation to a right-of-use asset and lease liability for a specific lease are regarded
as a net package (the lease) for the purpose of recognising deferred tax.
Deferred tax assets are reviewed at each reporting date and are reduced on the extent that it is no longer
probable that the related tax benefit will be realised, such reductions are reversed when the probability of
future taxable profits improves.
Equity
Ordinary shares are classified as equity. Premium on issue of ordinary shares is recognised as share
premium.
Treasury shares
Cost of and sales proceeds from the sale of treasury shares are recognised directly in equity. Capital
reduction arising from the annulment of treasury shares reduces contributed capital by an amount equivalent
to the nominal value of the shares and increases retained earnings. Dividends from treasury shares are
recognised directly in equity in retained earnings.
Liabilities
Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received
less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost
using the effective interest method. Accordingly, the difference between cost and the nominal value is
recognised in the income statement over the term of the loan together with interest expenses.
Other liabilities are measured at amortised cost, which normally corresponds to nominal value.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
25
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Fair value measurement
The Company uses fair value for certain disclosures and measurement of financial instruments. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the
liability takes place either in the principal market for the asset or liability or, in the absence of a principal
market, in the most advantageous market for the asset or liability. The fair value of an asset or a liability is
measured using the assumptions that market participants would use when pricing the asset or liability,
presuming that they are acting in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, thus maximising the use of relevant observable inputs and
minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or
disclosed are categorised within the fair value hierarchy (levels 1, 2 and 3), described as follows, on the
basis of the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
26
Consolidated financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Cash flow statement
The cash flow statement shows the Company's cash flows from operating, investing and financing activities
for the year, the year's changes in cash and cash equivalents as well as the Company's cash and cash
equivalents at the beginning and end of the year.
Cash flows from operating activities
Cash flows from operating activities are calculated as the profit/loss for the year adjusted for non-cash
operating items, changes in working capital and corporation tax paid.
Cash flows from investing activities
Cash flows from investing activities comprise payments in connection with acquisitions of intangible assets,
financial assets and property, plant and equipment.
Cash flows from financing activities
Cash flows from financing activities comprise changes in size or composition of the Company's contributed
capital and costs in this respect as well as raising of loans and payments of lease liabilities.
Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term marketable securities with a short term, which are
easily convertible into cash, and which are subject to only an insignificant risk of changes in value.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
27
Consolidated financial statements 1 January –
31 December
Notes
2 Revenue
All of the Group's revenue is from license, maintenance and support and professional services which is sold
to the customer. All revenue is from contracts with customers. Invoices are typically due within 30-60 days
after delivery.
If a contract contains multiple performance obligations, each distinct performance obligation is accounted
for separately. The Company allocates revenue to each of the performance obligations included in a contract
at the inception of the contract.
The Group generates revenue primarily in the United States, Scandinavia and in a number of other regions.
Revenue from sales of licenses is recognised at a point in time while maintenance and support and
professional services are recognised over time.
In the following table, revenue from contracts with customers is disaggregated by service type.
USD'000
2025
2024
License
14,790
21,108
Maintenance and support
47,549
48,817
Professional services
5,501
5,777
Total revenue
67,840
75,702
The following table provides information about receivables and contract liabilities from contracts with
customers.
USD'000
2025
2024
Receivables, which are included in 'trade receivables'
16,722
13,956
Contract liabilities
21,089
25,808
Contract liabilities relate to the advance consideration received from customers, which is mainly
prepayments from clients for unsatisfied or partially satisfied performance obligations in relation to licenses,
maintenance and support and professional services, and to amounts where Teracloud has a contractual
right to bill but before transferring any license or service.
The following table provides information about the recognition of contract liabilities:
USD'000
2025
2024
Balance at 1 January
25,808
26,649
Recognised as revenue during the period
-18,666
-16,845
Prepayments received from customer during the period
13,947
16,004
Balance at 31 December
21,089
25,808
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
28
Consolidated financial statements 1 January –
31 December
Notes
3 Staff costs
USD'000
2025
2024
Wages and salaries
36,650
35,338
Defined contribution pension plans
1,665
1,606
Other social security costs
1,447
1,650
Total staff costs
39,762
38,594
Average number of full-time employees
354
323
Of which key management personnel
9
10
Key management personnel compensation
USD'000
Total
2025
Wages and salaries
2,628
Pension
88
Total
2,716
2024
Wages and salaries
3,170
Pension
79
Total
3,249
In accordance with section 98b(3)(ii) of the Danish Financial Statements Act, renumeration to the Executive
Board has not been disclosed as only one person receives renumeration.
The Board of Directors consists of representatives from the Group who do not receive specific compensation
for their role as board members in neither the Company nor the Group. Allocating the board members' total
remuneration would result in an insignificant allocation to their role as board members.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
29
Consolidated financial statements 1 January –
31 December
Notes
4 Fees to auditor appointed at the general meeting
USD'000
2025
2024
Statutory audit
169
135
Tax assistance
251
131
Other assurance engagements
0
0
Non-audit services
84
211
Total fees to KPMG
504
477
In 2025, audit fees included the audit of the consolidated and local financial statements. Tax assistance
related primarily to tax compliance service. Non-audit services primarily relate to assistance with advice on
new law and guidelines as well as indirect taxes and related compliance.
5 Financial income and expense
USD'000
2025
2024
Interest income measured at amortised cost
1,726
1,373
Foreign exchange gains
625
483
Fair value adjustment
446
0
Other financial income
3,503
220
Total financial income
6,300
2,076
Interest expense measured at amortised cost
109
258
Lease interest
108
127
Foreign exchange losses
343
1,207
Other interest expense
6
9
Other financial expenses
0
1
Total financial expenses
566
1,602
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
30
Consolidated financial statements 1 January –
31 December
Notes
6 Tax on profit/loss for the year
USD'000
2025
2024
Current tax for the year
1,519
2,848
Deferred tax adjustment for the year
-377
-1,019
1,142
1,829
Tax on result for the year can be explained as:
Calculation of effective tax rate:
Corporate tax rate in Denmark/Luxemburg
-22.0%
-22.0%
Non-taxable income less non-deductible expenses
0,26%
0,18%
Other
-4,62%
2,53%
Effective tax rate
-26,4%
-19.3%
7 Intangible assets
The carrying amount of goodwill amounted to USD 758 thousand (31 December 2024: USD 1,556
thousand). The disposal in 2025 relates to shares in Feasts ApS. The company was dissolved during 2025.
The impairment test was carried out with the activities in the Group as the cash-generating unit. The
recoverable amount was based on value in use and estimated on input from Group management. The test
included a 5-year period followed by a terminal period. Key assumptions applied in the impairment test were
expected revenue, EBITDA ratio, discount rate and growth rate in the terminal period.
The key assumptions applied are set out below:
In percent
2025
WACC for EBITDA
14.0%
Risk free rate (Denmark and US)
2-4.4%
Terminal value growth rate
2.25%
Expected revenue growth in the budget period (average of next five years)
-12.0%
EBITDA ratio
5.8%
The impairment test showed headroom from value in use to the carrying amount. Management is of the
opinion that the assumptions applied are sustainable.
Management has identified that an increase in the pre-tax discount rate of 7.1% would need to change
individually for the estimated recoverable amount to be equal to the carrying amount.
Sensitivity tests of key assumptions were carried out, which showed that none of the other key assumptions
would change with reasonably probability, causing the carrying amount to exceed the recoverable amount.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
31
Consolidated financial statements 1 January –
31 December
Notes
7 Intangible assets (continued)
Business combinations
On 22 July 2025, the Company acquired 70% of Feats Collective ApS. The purpose with the acquisition is
to gain profit over time.
The total purchase price amounts to USD 572 thousand. The net identifiable net assets are cash and cash
equivalents, which amounts to USD 600 thousand. No goodwill is recognised.
The Group incurred acquisition-related costs of USD 11 thousand on legal fees. These costs have been
included in 'Other external costs'.
Since the acquisition date, Feats Collective ApS has not contributed with revenue as the Company is still in
the development phase. In the income statement a loss of USD 640 thousand is recognised.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
32
Consolidated financial statements 1 January –
31 December
Notes
7 Intangible assets (continued)
USD'000
Goodwill
Customer
relations
Technology
Tradename
Total
Cost at 1 January 2025
1,556
8,302
50,988
122
60,968
Disposals, Business
combinations
-798
0
0
0
-798
31 December 2025
758
8,302
50,988
122
60,170
Amortisation and
impairment losses at
1 January 2025
0
6,778
35,176
122
42,076
Amortisation for the
period
0
2
4,985
0
4,987
31 December 2025
0
6,780
40,161
122
47,063
Carrying amount at
31 December 2025
758
1,522
10,827
0
13,107
USD'000
Goodwill
Customer
relations
Technology
Tradename
Total
Cost at 1 January 2024
758
8,302
50,988
122
60,170
Additions
798
0
0
0
798
31 December 2024
1,556
8,302
50,988
122
60,968
Amortisation and
impairment losses at
1 January 2024
0
5,907
28,473
122
34,502
Amortisation for the
period
0
871
6,703
0
7,574
31 December 2024
0
6,778
35,176
122
42,076
Carrying amount at
31 December 2024
1,556
1,524
15,812
0
18,892
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
33
Consolidated financial statements 1 January –
31 December
Notes
8 Property, plant and equipment
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Leasehold
improve-
ments
Total
Cost at 1 January 2025
2,544
611
30
3,185
Additions
0
349
500
849
Disposals
-7
0
0
-7
Cost at 31 December 2025
2,537
960
530
4,027
Depreciation and impairment losses at
1 January 2025
1,292
233
30
1,555
Depreciation
228
129
69
425
Depreciation and impairment losses
at 31 December 2025
1,520
362
99
1,981
Carrying amount at 31 December 2025
1,017
598
431
2,046
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Leasehold
improve-
ments
Total
Cost at 1 January 2024
2,297
418
30
2,745
Additions
36
193
0
229
Disposals
-17
0
0
-17
Other adjustments
228
0
0
228
Cost at 31 December 2024
2,544
611
30
3,185
Depreciation and impairment losses at
1 January 2024
1,088
124
27
1,239
Depreciation
204
109
3
316
Depreciation and impairment losses
at 31 December 2024
1,292
233
30
1,555
Carrying amount at 31 December 2024
1,252
378
0
1,630
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
34
Consolidated financial statements 1 January –
31 December
Notes
9 Right-of-use assets
Leases
The Group leases hardware and buildings with a lease term of 1-5 years. Some of the agreements include
an option to purchase the assets at the end of the contract term or options to renew the contract. At the
lease commencement date, the Group assesses whether it is reasonably certain to exercise such option
and reassesses if there is a significant event.
Information about leases for which the Company is a lessee is presented below.
USD'000
Buildings
and office
space
Hardware
Total
At 1 January 2025
3,824
0
3,824
Additions
1,034
0
1,034
Depreciation
-1,738
0
-1,738
Carrying amount at 31 December 2025
3,120
0
3,120
At 1 January 2024
3,167
27
3,194
Additions
2,359
72
2,431
Depreciation
-1,702
-99
-1,801
Carrying amount at 31 December 2024
3,824
0
3,824
USD'000
2025
2024
Amounts recognised in profit and loss
Depreciation on right-of-use assets
1,738
1,801
Interest expenses
108
127
Total recognition in costs
1,846
1,928
Amounts recognised in statement of cash flows
Cash flow for leases
1,896
1,696
Total cash outflows for leases
1,896
1,696
Lessee exemptions
The Company does not lease any leases that can be classified at short-term leases or any leases that can
be classified as low-value leases.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
35
Consolidated financial statements 1 January –
31 December
Notes
10 Tax and deferred tax
USD'000
2025
2024
Amounts recognised in profit or loss
Current tax expense
Current tax on profits for the year
1,519
2,848
Total current tax
1,519
2,848
Deferred tax expense
Origination and reversal of temporary differences
55
-10
Adjustment for deferred tax of prior periods
-154
-286
Recognition of previously unrecognised deferred tax assets
-278
-723
Total deferred tax
-377
-1,019
Total tax expense
1,142
1,829
USD'000
2025
2024
Deferred tax at 1 January
2,248
1,289
Deferred tax adjustment in the income statement
377
1,019
Other
0
-60
Deferred tax at 31 December
2,625
2,248
The elimination period for the deferred tax is expected to be:
0-1 year
1,440
1,845
1-5 years
767
343
>5 years
418
60
2,625
2,248
Deferred tax that is expected to fall due more than five years after the balance sheet date relates to tax
losses carried forward and deferred revenue. Tax losses allowed for carry forward are attributable to
subsidiaries operating in the US. Due to a positive taxable income in the last years, the losses are expected
to be realisable within the foreseeable future.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
36
Consolidated financial statements 1 January –
31 December
Notes
USD'000
2025
2024
11 Trade receivables
Trade receivables before write-down
16,734
13,962
Amounts written down 31 December
-12
-6
Total trade receivables 31 December
16,722
13,956
12 Other investments
Corporate bonds – at FVTPL
3,837
4,748
Total other investments
3,837
4,748
13 Contributed capital
On 31 December 2025, the share capital amounted to DKK 862,038 (USD 131,191) divided into 100,000,000
shares.
All shares rank equally.
In December 2024, the Company acquired 10% treasury shares (nominally 10,000) for the purpose of selling
these to key employees. Of the 10% that was acquired, 5.5% (nominally 5,500) has been sold to key
employees in 2024. Further 1% (nominally 1,000) was sold in 2025 on same conditions. All conditions were
explained in detail in the financial year 2024, disclosed in note 7. These will be delivered over individual
agreed periods (maximum 3 years) and are at 31 December kept as Escrow by the Company.
Treasury shares
2024
Number
Nom.
USD'000
% of contributed
capital
Treasury shares acquired in the financial year
10,000
4,650
10
Treasury shares sold in the financial year
5,500
2,558
5.5
Treasury shares at 31 December 2024
4,500
2,092
4.5
2025
Number
Nom.
USD'000
% of contributed
capital
Treasury shares acquired in the financial year
0
0
0
Treasury shares sold in the financial year
1,000
465
1
Treasury shares at 31 December 2025
3,500
1,627
3.5
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
37
Consolidated financial statements 1 January –
31 December
Notes
13 Contributed capital (continued)
USD'000
2025
2024
Total acquisition cost
0
4,650
Total sales price
465
2,558
Dividends
After the reporting date, the Board of Directors has proposed dividends of USD 10 million. The dividends
have not been recognised as liabilities and there are no tax consequences.
In the financial year, the Board of Directors has paid out extraordinary dividends of USD 8 million. The
dividends have not been recognised as liabilities and there are no tax consequences.
Dividend yield for 2024::47.2%.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
38
Consolidated financial statements 1 January –
31 December
Notes
14 Capital management
The capital structure is managed for the Company in accordance with the financial policy, as approved by
the Board of Directors. The Company's policy is to maintain a strong capital base as to maintain investor,
creditor and market confidence and to sustain future development of the business.
The Group's objectives when managing capital are to safeguard their ability to continue as a going concern
so that they can continue to provide returns for shareholders and benefits for other stakeholders and
maintain an optimal capital structure to reduce the cost of capital.
In order to aid such objectives, Management prepares cash flow forecast regularly. This enables
Management to act in due time in order to comply with the capital management objectives.
At 31 December, the Group's net debt to adjusted equity ratio was as follows:
USD'000
2025
2024
Total liabilities
-36,941
-43,053
Cash and cash equivalents
17,685
24,570
Net debt
-19,256
-18,483
Total equity
27,735
42,363
Adjusted equity
27,735
42,363
Net debt to adjusted equity ratio
0.69
0.44
15 Changes in working capital
USD'000
2025
2024
Change in trade and other receivables
7,933
-1,293
Change in deferred income
-4,719
-841
Change in trade and other payables
1,933
-1,914
5,147
-4,048
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
39
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the
Company's risk management framework. The Company's risk management policy is established to identify
and analyse the risks faced by the Company to set appropriate risk limits and controls and to monitor risks
adherence to limits.
The Company is subject to a number of risks associated with emerging, technology-oriented companies,
Principal among these risks are risks associated with an evolving and unpredictable business model,
development of new technological innovations, customer acceptance of new products, marketing the
Company's products, dependence upon key individuals, competition from larger, more financially
independent competitors and the need to obtain adequate financing to fund future operations.
The Company has ensured that a comprehensive risk framework is in place to manage these risks.
Market risks
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices.
The Company is exposed to transactional foreign currency risk to the extent that there is a mismatch between
the currencies in which the Company operates. The functional currency of most of the Company's foreign
subsidiaries is in USD, and most of the Company's customers enter into contracts that are dominated in
USD. Furthermore, the Company's expenses are generally denominated in the currencies of the countries
where its operations are located. The Company is therefore not severely impacted by foreign exchange
fluctuations, as both income and costs are generally settled in the functional currency of the Company.
The currency risk is therefore low due to trading primarily in few currencies (USD and EUR).
Because the services provided by the Group does not involve material financing, currency fluctuation and
commodities the market risk is very limited in general.
Credit risks
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss.
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily
of cash held on deposit and trade receivable. The Company's cash at times may exceed federally insured
limits. The Company has not experienced any losses in such accounts and believes it has no exposure to
any significant credit risk on cash. The Company generally does not require collateral from customers for
trade receivable balances.
Under the Company's policy for assuming credit risk, all major clients and other business partners are
assessed prior to any contract being signed. As of 31 December 2024, the trade receivable balance due
from one major customer represented 43% of the total trade receivables. No major impact in 2025.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
40
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Credit risks (continued)
During 2025, one major customer represented 32% (2024: 31%) of total revenue. To reduce the risk
associated with its trade receivable balance, the Company routinely assesses the financial condition of its
customers.
Historically, the Company has not experienced any significant credit loss related to its customers.
The following table provides information about the exposure to credit risk for trade receivables as of
31 December:
USD'000
Weighted
average
loss rate
Gross
carrying
amount
Loss
allowance
Credit risk
Current
0%
16,278
0
Overdue 0-30 days
0%
330
0
Overdue 31-60 days
10.2%
39
4
Overdue 61-90 days
9.4%
74
7
Overdue more than 90 days
100.0%
1
1
Total 31 December 2025
0.1%
16,722
12
USD'000
Weighted
average
loss rate
Gross
carrying
amount
Loss
allowance
Credit risk
Current
0.0%
10,575
0
Overdue 0-30 days
0.0%
1,628
0
Overdue 31-60 days
0.0%
1,240
0
Overdue 61-90 days
0.0%
506
0
Overdue more than 90 days
85.7%
7
6
Total 31 December 2024
0.0%
13,956
6
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
41
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Liquidity risks
Liquidity risk is the risk that an entity will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or other financial assets. The Company's objective when
managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they are due,
both under normal and stressed conditions without incurring unacceptable losses or risking damage to the
Company's reputation.
The amounts disclosed in the following table are the contractual undiscounted cash flows.
USD'000
Carrying
amount
2025
Less than 1
year
Between
1-5 years
More than
5 years
Total
contractual
cash flow
Loans from credit
institutions
793
793
0
0
793
Lease liabilities
3,281
1,554
1,727
0
3,281
Trade payables
1,007
1,007
0
0
1,007
Other payables
10,771
9,632
1,139
0
10,771
Contract liabilities
21,089
18,065
3,024
0
21,089
Total financial
liabilities
36,941
31,051
5,890
0
36,941
USD'000
Carrying
amount
2024
Less than 1
year
Between
1-5 years
More than
5 years
Total
contractual
cash flow
Loan from credit
institutions
962
962
0
0
962
Lease liabilities
4,345
1,759
2,586
0
4,345
Trade payables
1,024
1,024
0
0
1,024
Other payables
10,915
7,682
3,233
0
10,915
Contract liabilities
25,808
18,546
7,262
0
25,808
Total financial
liabilities
43,054
29,973
13,081
0
43,054
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
42
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Liquidity risks (continued)
USD'000
Loans form
credit
institutions
Lease
liabilities
Total
Net debt as of 1 January 2025
962
4,345
5,307
Cash flow
-169
-1,894
-2,063
Additions
0
830
830
Net debt as of 31 December 2025
793
3,281
4,074
USD'000
Loans form
credit
institutions
Lease
liabilities
Total
Net debt as of 1 January 2024
6,131
3,384
9,515
Cash flow
-5,169
-1,695
-6,864
Additions
0
2,657
2,657
Net debt as of 31 December 2024
962
4,346
5,308
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
43
Consolidated financial statements 1 January –
31 December
Notes
16 Financial risks (continued)
Financial assets and liabilities
The Company's financial assets and liabilities by measurement category:
USD'000
2025
2024
Financial assets
Financial assets at amortised cost
Trade receivables
16,722
13,956
Cash and cash equivalents
15,353
23,560
Financial assets
6,642
12,772
38,717
50,288
Assets at fair value through profit and loss
Money market instruments
3,890
1,544
Bonds
3,837
4,748
7,727
6,292
Total financial assets
46,444
56,580
Financial liabilities
Liabilities at amortised cost
Lease liabilities
3,281
4,345
Trade payables
1,007
1,024
Other payables
10,771
10,915
Loans from credit institutions
793
962
Contract liabilities
21,089
25,808
Total financial liabilities
36,941
43,054
The fair value is approximately equal to the carrying amount of all financial assets and liabilities.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
44
Consolidated financial statements 1 January –
31 December
Notes
17 Fair value measurement
The following table provides a summary of significant assets and liabilities that are measured at fair value
on recurring basis at 31 December 2025:
Basis of fair value measurement
USD'000
Level 1
Level 2
Level 3
Assets
Money market instruments
3,890
-
-
Bonds
3,837
-
-
The following table provides a summary of significant assets and liabilities that are measured at fair value
on recurring basis at 31 December 2024:
Basis of fair value measurement
USD'000
Level 1
Level 2
Level 3
Assets
Money market instruments
1,544
-
-
Bonds
4,748
-
-
Measurement of fair values
The Company had cash equivalents of USD 3,890 thousand at 31 December 2025 (2024: USD 1,544
thousand), which were invested in money market instruments. The Company carries these cash equivalents
at fair value based on quoted market prices, which are Level 1 inputs in the hierarchy of fair value
measurements.
18 Related party disclosures
The Group is controlled by Kapitalen ApS, which is also the ultimate controlling party.
No other parties exercise control or significant influence over Teracloud ApS.
Teracloud ApS' related parties comprise key management personnel and their close family members,
entities controlled by these persons and Teracloud ApS' subsidiaries.
Control
Kapitalen ApS
Nicolai Eigtveds Gade 26, 5,
1402 København K
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
45
Consolidated financial statements 1 January –
31 December
Notes
18 Related party disclosures (continued)
At 31 December 2025, Kapitalen ApS holds the majority of the contributed capital in the Company.
Teracloud ApS' ownership comprises as follows:
Name/legal form
Registered
office
Equity
interest
2025
Equity
interest
2024
Equity
interest at
1 January
2024
Parent company:
Kapitalen ApS
Denmark
Subsidiaries:
21
st
Century Software, Inc.
United States
100%
100%
100%
VMS Software, Inc.
United States
100%
100%
100%
Teracloud AB
Sweden
100%
100%
100%
Teracloud GMBH
Germany
100%
100%
100%
Teracloud Ltd.
United Kingdom
100%
100%
100%
Teracloud New Zealand
New Zealand
100%
100%
100%
Teracloud PTY Ltd.
Australia
100%
100%
100%
Teracloud Russia*
Russia
100%
100%
100%
Teracloud LLC
Armenia
100%
100%
100%
Numerous ApS
Denmark
100%
100%
100%
Teracloud Greece
Greece
100%
100%
100%
Teracloud Egypt**
Egypt
100%
0%
0%
Feats Collective ApS
Denmark
70%
0%
0%
*) Teracloud Russia is a dormant entity, and is permanently dissolved, no further activity will take place in
the entity.
**) Teracloud Egypt was founded during 2025, no activity has taken place in the company during the financial
year.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
46
Consolidated financial statements 1 January –
31 December
Notes
18 Related party disclosures (continued)
Related party transactions
Transactions and outstanding balances from related parties:
USD'000
2025
2024
Parent:
Management fee
4,000
4,000
Treasury Shares
0
4,650
Distributed dividends
19,300
10,000
Joint taxation contributions
3,353
311
Interest income on loans
68
0
IC Payables
3,353
311
Impairment of intercompany balances with subsidiaries, accumulated
17,344
10,500
Affiliates:
Purchase of services
259
647
IC Payables
28
15
IC Receivables
100
197
Acquisition of Feats
0
579
Interest received from associates
555
0
Investment in Feats collective ApS
572
0
Key management
Issuance of employee shares
1,221
2,558
Wages and salaries to key personnel and Management.
Wages and salaries to key personnel and Management is disclosed in note 3.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
47
Consolidated financial statements 1 January –
31 December
Notes
19 Contractual obligations, contingencies collateral, etc,
Indemnification obligations
The Company indemnifies its customers for any actions brought by a third party due to the Company's
infringement of another party's intellectual property. As of 31 December 2025 and 31 December 2024, the
Company has not experienced any material losses related to these indemnification obligations and no claims
with respect thereto were outstanding. The Company does not expect significant claims related to these
indemnification obligations, and consequently, has not established any related reserves.
Legal proceedings
From time to time, legal actions arise in the ordinary course of business. In the opinion of Management, the
ultimate disposition of these matters will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.
Collateral
Bonds with a carrying amount of USD 3,837 thousand and all cash accounts have been provided as collateral
for loans from credit institutions and unutilised credit facilities within the Group. The Group has a credit facility
of DKK 25 million. As part of the terms and conditions of this facility, the lending institution requires that a
minimum cash balance of DKK 32.5 million is maintained on the pledged accounts at all times.
20 Events after the balance sheet date
No events have occurred after the reporting date.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
48
Parent company financial statements 1 January –
31 December
Income statement
USD'000
Note
2025
2024
Revenue
52,944
62,561
Cost of sales
-36,307
-33,470
Other external costs
-7,984
-7,338
Gross profit/loss
8,653
21,753
Staff costs
2
-6,129
-4,739
Depreciation/amortisation and impairment losses
5,6
-13,365
-10,536
Profit/loss before financial income and expenses
-10,841
6,478
Income from equity investments in subsidiaries
0
2,500
Financial income
4
6,363
1,603
Financial expenses
4
-504
-917
Profit/loss before tax
-4,982
9,664
Tax on profit/loss for the year
-765
-2,208
Profit/loss for the year
3
-5,747
7,456
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
49
Parent company financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2025
2024
ASSETS
Intangible assets
Intangible assets
5
12,349
17,336
Property, plant and equipment
6
34
43
Investments in subsidiaries
7
612
1,177
Investments in other securities and equity investments
0
0
Receivables from group entities
0
0
Other receivables
0
2,557
Total non-current assets
12,995
21,113
Receivables
Trade receivables
8,869
8,417
Receivables from group entities
5,508
9,088
Other receivables
3,160
11,280
Prepayments
8
325
179
Other securities and equity investments
9
3,837
4,748
21,699
33,712
Cash at bank and in hand
5,268
12,664
Total current assets
26,967
46,376
TOTAL ASSETS
39,962
67,489
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
50
Parent company financial statements 1 January –
31 December
Statement of financial position
USD'000
Note
2025
2024
EQUITY AND LIABILITIES
Equity
Contributed capital
10
131
131
Retained earnings
15,370
36,731
Proposed dividends for the financial year
10,000
12,000
Own shares
1,628
2,093
Total equity
27,129
50,955
Non-current liabilities
11
Contract liabilities
1,135
1,374
Deferred tax liabilities
12
516
948
Other payables
1,139
2,881
Total non-current liabilities
2,790
5,203
Current liabilities
Loans from credit institutions
793
962
Joint taxation contribution
1,113
2,834
Trade payables
158
148
Other payables, including taxes payable
2,619
2,224
Contract liabilities
5,360
5,163
Total current liabilities
10,043
11,331
Total liabilities
12,833
16,534
TOTAL EQUITY AND LIABILITIES
39,962
67,489
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
51
Parent company financial statements 1 January – 31 December
Statement of changes in equity
USD'000
Contributed
capital
Retained
earnings
Own shares
Proposed
dividends
for the
financial
year
Total
equity
Equity at 1 January 2024
131
43,369
0
10,000
53,500
Transferred over the profit appropriation
0
-6,638
2,093
12,000
7,455
Ordinary dividend paid
0
0
0
-10,000
-10,000
Contribution from parent
0
4,650
0
0
4,650
Acquisition of treasury shares
0
-4,650
0
0
-4,650
Equity at 31 December 2024
131
36,731
2,093
12,000
50,955
Transferred over the profit appropriation
0
-23,747
0
18,000
-5,747
Ordinary dividend paid
0
420
0
-12,000
-11,580
Extraordinary dividend paid
0
280
0
-8,000
-7,720
Sale of treasury shares
0
1,686
-465
0
1,221
Equity at 31 December 2025
131
15,370
1,628
10,000
27,129
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
52
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies
The annual report of Teracloud ApS for 2025 has been prepared in accordance with the provisions applying
to reporting class C (medium) entities under the Danish Financial Statements Act.
The parent company financial statements for 2025 are presented in the functional currency U.S. Dollar
(USD).
The exchange rate from DKK to USD was 635.27 at 31 December 2025 (2024: 714.29).
Omission of statement of cash flows
Pursuant to section 86(4) of the Danish Financial Statements Act, no cash flow statement has been
prepared. The Company's cash flows are included in the cash flow statement in the consolidated financial
statements of Teracloud Group.
Foreign currency translation
Transactions in foreign currency are upon first recognition converted at the exchange rate of the day of the
transaction. Foreign exchange differences arising between the exchange rates at the transaction date and
the date of payment are recognised in the income statement as financial income or financial expenses.
Receivables, payables, and other monetary items denominated in foreign currency are translated at the
exchange rate of the balance sheet date. Differences between the exchange rate at the balance sheet date
and the exchange rate at the time when the receivables or payables arise are recognised in profit and loss
under financial income and expenses.
Fixed assets purchased in foreign currency are measured at the exchange rate on the date of the transaction.
Income statement
Revenue
IFRS 15 is used as basis for recognition and measurement.
License
The Company's licenses grant the customer a right to use the intellectual property (IP) and as the Company
does not undertake activities that substantively change the IP to which the customer has rights during the
license period, revenue is according to IFRS 15 satisfied at a point in time. Revenue is recognised at the
point in time when the software license key is delivered to the customer, and the customer may use and
benefit from the software license.
Maintenance and support
The Company's maintenance and support is made up of technical support, bug fixes, and when-and-if
available unspecified software upgrades. Maintenance and support revenue are recognised over time
measured based on the percentage of completion relative to the term of the maintenance and support
contract. Maintenance and support contracts are invoiced upon execution of the contract or annually over
the term of the contract.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
53
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Revenue (continued)
Professional Services
The Company's professional services primarily include consulting services associated with the
implementation of software licenses. Professional services are distinct performance obligations, and the
related revenue is recognised at the point in time when the customer can benefit from the services. The
Company applies the practical expedient of recognising revenue upon invoicing tor time and materials-based
arrangements as the invoiced amount corresponds to the value of the professional services provided.
Royalties and Service Fees
The Company derives royalty revenues in connection with three supplier relationship agreements with
International Business Machine Corporation (IBM). Under these agreements with IBM, the total royalty due
associated with the sale of a software license is received via a one-time payment after the software license
key is delivered to the end customer. Royalty revenue for software licenses is recognised at a point in time
upon delivery of the software license key. The total royalty or service fee due associated with the sale of
maintenance and support is recognised pro rata on an over time basis on a quarterly basis over the term of
the underlying contract with the end customer.
Cost of sales
Cost of sales comprises costs incurred to generate revenue for the year.
Other external costs
Other external costs comprise costs for distribution, sales and advertising, administrative expenses, costs
of premises, etc.
Staff costs
Staff costs comprise wages and salaries, including holiday allowance, pension and other social security
costs.
Financial income and expenses
Finance income and expenses comprise interest income and expense, payables and transactions
denominated in foreign currencies as well as surcharges and refunds under the on-account tax scheme, etc.
Dividends from equity investments in group entities measured at cost are recognised as income in the Parent
Company's income statement in the financial year when the dividends are declared.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
54
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Financial income and expenses (continued)
In case of indication of impairment, an impairment test is conducted, indication of impairment exists if
distributed dividends exceed profit for the year or if the carrying amount of equity investments exceeds the
consolidated carrying amounts of the net assets in the subsidiary.
Tax on profit/loss for the year
Tax for the year comprises current tax for the year and changes in deferred tax, including changes in tax
rates. The tax expense relating to the profit/loss for the year is recognised in the income statement at the
amount attributable to the profit/loss for the year and directly in equity at the amount attributable to entries
directly in equity.
Balance sheet
Intangible assets
Intangible assets comprise goodwill and other intangible assets such as customer relationships, technology,
tradename and covenant not to complete.
Goodwill
Initially, goodwill is recognised at cost, Subsequently, goodwill is measured at cost less accumulated
impairment. Goodwill is amortised on a straight-line basis over the useful life.
Gains and losses on the disposal of intangible assets are determined as the difference between the selling
price less selling costs and the carrying amount at the date of disposal. Gains and losses are recognised in
the income statement as other operating income or other operating costs, respectively.
Intangible assets
Intangible assets are measured at cost less accumulated amortisation and impairment losses.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using
the straight-line method over their estimated useful economic lives and is recognised in profit and loss as
incurred.
The estimated useful lives are as follow:
Goodwill
7 years
Technology
5-15 years
Tradename
6-9 years
Amortisation methods, useful lives and residual values are received at each reporting date and adjusted is
appropriate.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
55
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Property, plant and equipment
Computer equipment, furniture and fixtures and leasehold improvements are initially recognised at cost and
subsequently measured at cost less accumulated depreciation and impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated
residual values using the straight-line methods over the estimated useful life and is recognised in profit and
loss.
The estimated useful lives are as follows:
Computer equipment
1 - 7 years
Furniture and fixtures
5 years
The useful life and residual value are reassessed annually. Changes are treated as accounting estimates,
and the effect on depreciation is recognised prospectively.
Investments
Equity investments in subsidiaries are measured at cost. In case of indication of impairment, an impairment
test is conducted. When the cost exceeds the recoverable amount, write-down is made to this lower value.
Other securities and equity investments presented in non-current assets is measured at cost. In case of
indication of impairment, an impairment test is conducted.
Other receivables are recognised at amortised cost.
Impairment of fixed assets
The carrying amount of intangible assets and property, plant and equipment as well as equity investments
in subsidiaries is subject to an annual test for indications of impairment other than the decrease in value
reflected by depreciation or amortisation.
Impairment tests are conducted of individual assets or groups of assets when there is an indication that they
may be impaired. Write-down is made to the recoverable amount if this is lower than the carrying amount.
Receivables
Receivables are measured at amortised cost.
Write-down is made for bad debt losses based on the expected-credit loss model.
Prepayments
Prepayments comprise prepayment of costs incurred relating to subsequent financial years.
Cash and cash equivalents
Cash at bank and in hand comprise cash and bank deposits.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
56
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Other securities and equity investments
Other securities and equity investments presented as current assets is measured at fair value based on
public markets report.
Corporation tax and deferred tax
Current tax payable and receivable is recognised in the balance sheet as tax computed on the taxable
income for the year, adjusted for tax on the taxable income of prior years and for tax paid on account.
Deferred tax is measured using the balance sheet liability method on all temporary differences between the
carrying amount and the tax value of assets and liabilities measured on the planned use of the asset or
settlement of the liability, respectively. However, deferred tax is not recognised on temporary differences
relating to office buildings non-deductible for tax purposes and other items where temporary differences
arise at the date of acquisition without affecting either profit/loss or taxable income.
Deferred tax assets, including the tax value of tax loss carry forwards, are recognised at the expected value
of their utilisation within the foreseeable future; either as a set-off against tax on future income or as a set-
off against deferred tax liabilities in the same legal tax entity. Any deferred net assets are measured at net
realisable value.
Deferred tax is measured in accordance with the tax rules and at the tax rates applicable at the balance
sheet date when the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a
result of changes in tax rates are recognised in the income statement or equity, respectively.
Equity
Ordinary shares are classified as equity. Premium on issue of ordinary shares are recognised as share
premium.
Dividend
The expected dividend payment for the year is disclosed as a separate item under equity.
Treasury shares
Cost of and sales proceeds from the sale of treasury shares are recognised directly in equity. Capital
reduction arising from the annulment of treasury shares reduces contributed capital by an amount equivalent
to the nominal value of the shares and increases retained earnings. Dividends from treasury shares are
recognised directly in equity in retained earnings.
Liabilities
Financial liabilities are recognised at cost at the date of borrowing, corresponding to the proceeds received
less transaction costs paid. In subsequent periods, the financial liabilities are measured at amortised cost
corresponding to the capitalised value using the effective interest rate. Accordingly, the difference between
cost and the nominal value is recognised in the income statement over the term of the loan together with
interest expenses.
Other liabilities are measured at amortised cost.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
57
Parent company financial statements 1 January –
31 December
Notes
1 Accounting policies (continued)
Contract liabilities
Contract liabilities comprises payments received regarding income in subsequent years.
2 Staff costs and incentive schemes
USD'000
2025
2024
Wages and salaries
6,002
4,514
Defined contribution pension plans
233
173
Other social security costs
-106
52
Total staff costs
6,129
4,739
Average number of full-time employees
55
45
In accordance with section 98b(3)(ii) of the Danish Financial Statements Act, renumeration to the Executive
Board has not been disclosed due to only one person receiving renumeration.
The Board of Directors consists of representatives from the Group who do not receive specific compensation
for their role as board members in neither the Company or in the Group. Allocating the board members total
remuneration would result in an insignificant allocation to their role as board members.
3 Profit/loss appropriation
USD'000
2025
2024
Proposal to profit/loss appropriation
Proposed dividends for the year
10,000
12,000
Extraordinary dividend distributed
8,000
0
Retained earnings
-23,747
-4,545
-5,747
7,455
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
58
Parent company financial statements 1 January –
31 December
Notes
4 Financial income and expenses
USD'000
2025
2024
Foreign exchange gains
2,916
150
Other interest income
1,569
1,233
Other financial income
1,810
186
Interest received from subsidiaries
68
34
Total financial income
6,363
1,603
Foreign exchange losses
2
98
Other interest expense
50
84
Other financial expenses
452
735
Total financial expenses
504
917
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
59
Parent company financial statements 1 January –
31 December
Notes
5 Intangible assets
USD'000
Goodwill
Technology
Tradename
Total
Cost at 1 January 2025
758
59,612
67
60,437
Addition
0
0
0
0
Cost at 31 December 2025
758
59,612
67
60,437
Amortisation at 1 January 2025
758
42,276
67
43,101
Amortisation for the period
0
4,987
0
4,987
Accumulated amortisation at
31 December 2025
758
47,263
67
48,088
Carrying amount at 31 December 2025
0
12,349
0
12,349
Cost at 1 January 2024
758
59,612
67
60,437
Additions
0
0
0
0
Cost at 31 December 2024
758
59,612
67
60,437
Amortisation losses at 1 January 2024
758
34,449
53
35,260
Amortisation for the period
0
7,827
14
7,841
Accumulated amortisation at
31 December 2024
758
42,276
67
43,101
Carrying amount at 31 December 2024
0
17,336
0
17,336
6 Property, plant and equipment
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Total
Cost at 1 January 2025
221
65
286
Additions
5
3
8
Cost at 31 December 2025
226
68
294
Accumulated depreciation at 1 January 2025
216
27
243
Depreciation
4
13
17
Accumulated depreciation at 31 December 2025
220
40
260
Carrying amount at 31 December 2025
6
28
34
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
60
Parent company financial statements 1 January –
31 December
Notes
6 Property, plant and equipment (continued)
USD'000
Computer
equipment
and
software
Furniture
and fixtures
Total
Cost at 1 January 2024
221
57
278
Additions
0
8
8
Cost at 31 December 2024
221
65
286
Accumulated depreciation at 1 January 2024
212
15
227
Depreciation
4
12
16
Accumulated depreciation at 31 December 2024
216
27
243
Carrying amount at 31 December 2024
5
38
43
7 Investments in subsidiaries
USD'000
2025
2024
Cost at 1 January
1,177
19
Addition
582
579
Transferred from "Investments in other securities and
equity investments"
0
579
Disposal
-1,147
0
Cost at 31 December
612
1,177
Carrying amount at 31 December
612
1,177
Name/legal form
Registered
office
Equity
interest
Equity
Result for
the year
USD'000
USD'000
Subsidiaries:
Teracloud AB
Sweden
100%
-308
101
21
st
century software Inc.
United States
100%
-2,518
680
VMS Software, Inc
United States
100%
-15,784
854
Teracloud GMBH
Germany
100%
1,378
119
Teracloud Ltd.
United Kingdom
100%
-24
-8
Teracloud New Zealand
New Zealand
100%
-36
141
Teracloud Russia (Dormant entity)
Russia
100%
0
0
Teracloud LLC
Armenia
100%
53
64
Numerous ApS
Denmark
100%
-443
-5
Teracloud Greece
Greece
100%
-77
63
Teracloud PTY
Australia
100%
804
724
Feats Collective ApS
Denmark
70%
-13
-640
Teracloud Egypt (Dormant entity)
Egypt
100%
10
0
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
61
Parent company financial statements 1 January –
31 December
Notes
8 Prepayments
Prepayments consists of various prepaid expenses amounting to USD 317 thousand and prepaid insurance
amounting to USD 8 thousand.
9 Other securities and equity investments
Other securities and equity investments comprise corporate bonds.
USD'000
2025
2024
Changes in fair value recognised in the income statement (financial
income / expenses)
446
301
Fair value at the end of the financial year
3,837
4,748
10 Contributed capital
On 31 December 2025, the share capital amounted to DKK 862,038 (USD 131,191) divided into 100,000,000
shares.
All shares rank equally.
In December 2024, the Company acquired 10% treasury shares (nominally 10,000) for the purpose of selling
these to key employees. Of the 10% that was acquired, 5.5% (nominally 5,500) has been sold to key
employees in 2024. Further 1% (nominally 1,000) was sold in 2025 on same conditions. These will be
delivered over individual agreed periods (Maximum 3 years) and are at 31 December kept as Escrow by the
Company. The valuation was based on the same assumptions as listed in note 7 (in the consolidated
financial statements) for 2024.
Treasury shares
2024
Number
Nom.
USD'000
% of contributed
capital
Treasury shares acquired in the financial year
10,000
4,650
10
Treasury shares sold in the financial year
5,500
2,558
5.5
Treasury shares at 31 December 2024
4,500
2,092
4.5
2025
Number
Nom.
USD'000
% of contributed
capital
Treasury shares acquired in the financial year
0
0
0
Treasury shares sold in the financial year
1,000
465
1
Treasury shares at 31 December 2025
3,500
1,627
3.5
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
62
Parent company financial statements 1 January –
31 December
Notes
10 Contributed capital (continued)
USD'000
2025
2024
Total acquisition cost
0
4,650
Total sales price
465
2,558
Dividends
After the reporting date, the Board of Directors has proposed dividends of USD 10 million (2024:20 million).
The dividends have not been recognised as liabilities and there are no tax consequences. The USD 20
million in 2024 is similar to a dividend yield of 47.2 %.
11 Non-current liabilities
Liabilities other than provisions can be specified as follows:
USD'000
2025
2024
Contract liabilities:
0-1 years
5,360
5,164
1-5 years
1,135
1,374
>5 years
0
0
6,495
6,538
Other payables:
0-1 years
2,619
2,225
1-5 years
1,139
2,881
>5 years
0
0
3,758
5,106
Total liabilities
10,253
11,644
Total liabilities >5 years:
Contract liabilities
0
0
Other payables
0
0
Total liabilities >5 years
0
0
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
63
Parent company financial statements 1 January –
31 December
Notes
12 Deferred tax
USD'000
2025
2024
Deferred tax at 1 January
-948
-1,671
Deferred tax adjustment for the year in the income statement
432
723
-516
-948
Provisions for deferred tax relate to:
Intangible assets
923
354
Trade receivables
-1,438
-1,301
Property, plant and equipment
-1
-1
-516
-948
13 Contractual obligations, contingencies, collateral, etc.
Indemnification obligations
The Company indemnifies its customers for any actions brought by a third party due to the Company's
infringement of another party's intellectual property. As of 31 December 2025 and 31 December 2024, the
Company has not experienced any material losses related to these indemnification obligations and no claims
with respect thereto were outstanding. The Company does not expect significant claims related to these
indemnification obligations, and consequently, has not established any related reserves.
Legal proceedings
From time to time, legal actions arise in the ordinary course of business. In the opinion of Management, the
ultimate disposition of these matters will not have a material adverse effect on the Company's financial
position, results of operations, or liquidity.
Collateral
Bonds with a carrying amount of USD 4,748 thousand and all cash accounts have been provided as collateral
for loans from credit institutions and unutilised credit facilities within the Group.
Joint taxation
The Company is taxed jointly with the other Danish companies in the group and is liable for income taxes
on a pro rata basis and must comply with any obligations to withhold tax at source on interest, royalties and
dividends for the jointly taxed companies. The maximum liability totals an amount corresponding to the share
of the capital in the Company which is owned directly or indirectly by the ultimate parent.
Securities
The Company has provided a letter of support to its subsidiary, Numerous ApS.
(876367.1)
Teracloud ApS
Annual report 2025
CVR no. 43 12 80 35
64
Parent company financial statements 1 January –
31 December
Notes
14 Related parties
Reference is made to note 18 in the consolidated financial statements for additional information about related
parties and control.
Related party transactions
USD'000
2025
2024
Purchase of services from the Parent Company
4,335
4,286
Distributed dividends
19,300
12,000
Sale of services to subsidiaries
16,592
26,744
Purchase of services from subsidiaries
33,099
31,212
Dividends received from subsidiaries
0
2,500
Joint taxation contributions
1,113
2,834
Interests on loans (Other receivables)
68
44
Write-down of intercompany receivables
6,844
2,500
Accumulated write-down of intercompany receivables
17,344
10,500
Interest received from associates
555
0
Sale of goods to affinities
334
233
Purchase of goods from affinities
219
399
Acquisitions and sale of own shares is disclosed in note 10. Salary to the board
is disclosed in note 2.
15 Special items
Depreciation, amortisation and impairment losses include impairment loss of intercompany receivable at
USD 6,844 thousand (2024: USD 2,500 thousand).
16 Events after the balance sheet date
No events have occurred after the balance sheet date.