2024/20252024/2025
Capnor Connery HoldCo A/S
c/o Conscia A/S
Kirkebjerg Parkvej 9, 2nd oor
2605 Brøndby
CVR No: 39 01 89 77
The Annual Report was presented and adopted
at the Annual General Meeting of the Company
on 27 November 2025.
Chair of the meeting
Annual report
1 October 2024 – 30 September 2025
Management
review
Financials
Financial
notes
Parent
company
Parent
company
notes
Key gures
Company
information
Management’s
statement
Contents
A few words
from our CEO
Independent
auditor’s report
Capnor Connery HoldCo A/S - Annual Report 2024-2025
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Contents
Contents
Company information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 3
Key gures � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4
A few words from our CEO � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 5
Management review � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 6
Environment, Social, and Governance � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 11
Management’s statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 16
Independent auditor’s report � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �17
Consolidated nancial statements � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 19
Prot and loss statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 20
Balance sheet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 21
Statement of changes in equity � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 22
Statement of cash ows � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 23
Financial notes � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 24
Parent company � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 65
Income statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 66
Balance sheet � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 67
Statement of changes in equity � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68
Parent company notes � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 69
Management
review
Financials
Financial
notes
Parent
company
Parent
company
notes
Key gures
Company
information
Management’s
statement
Contents
A few words
from our CEO
Independent
auditor’s report
Capnor Connery HoldCo A/S - Annual Report 2024-2025
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Company
information
Company information
Auditors
CVR No: 33 77 12 31
Learn more about
Conscia Group
conscia.com
Company
c/o Conscia A/S
CVR No: 39 01 89 77
Municipality of reg. oce: Brøndby
Financial year: 8th nancial year
Financial period: 1 October 2024 - 30 September 2025
Board of Directors
• Morten Marc Hübbe, Chairperson
• Sisse Fjelsted Rasmussen
• Jacob Gustav Brandt
• Aditya Desaraju
Executive Board
• Erik Gunnar Bertman
• Jacob Bryde Christensen
Management
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Capnor Connery HoldCo A/S - Annual Report 2024-2025
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Key gures
Key gures
Financial
highlights
25%
Revenue
growth
41%
Normalized
EBITDA growth
718m
Normalized
EBITDA in DKK
5,701m
Revenue
in DKK
For denition of key ratios, see material accounting policy information, note 1.
* Normalized EBITDA is adjusted for non-recurring items. The majority of the Group’s non-recurring costs are related to M&A activity, associated due diligence and integration
costs. For denition of normalized EBITDA refer to note 1.
30 September 30 September 30 September 30 September 30 September
tDKK 2025 2024 2023 2022 2021
INCOME STATEMENT
Revenue 5,701,058 4,562,961 4,336,926 3,276,594 2,750,112
Gross prot 1,538,051 1,197,915 1,079,593 920,663 848,085
EBITDA 568,749 396,701 391,689 286,049 269,612
Normalized EBITDA* 718,118 509,980 434,343 351,441 308,912
Result before nancial items 319,271 217,931 214,046 115,927 110,498
Net nancials (461,258) (267,493) (239,024) (194,474) (192,275)
Result for the period (207,417) (103,082) (64,430) (98,636) (98,499)
BALANCE SHEET
Total assets 11,837,413 5,972,787 5,587,685 4,941,089 4,658,064
Addition property, plant and equipment 72,546 24,123 20,456 15,799 16,265
Equity 1,704,640 1,329,659 1,454,096 1,557,974 1,617,977
CASH FLOW
Cash ow from operating activities (26,510) 348,085 242,047 5,234 30,043
Cash ow from investing activities (3,759,401) (284,353) (143,798) (84,929) (126,189)
Cash ow from nancial activities 3,901,115 24,455 18,023 42,689 49,745
FINANCIAL RATIO %
Revenue growth 25% 5% 32% 19% 20%
Gross margin 27% 26% 25% 28% 31%
EBITDA margin 10% 9% 9% 9% 10%
Normalized EBITDA margin 13% 11% 10% 11% 11%
Normalized EBITDA growth 41% 17% 24% 14% 20%
Return on assets 3% 4% 4% 2% 2%
Solvency ratio 14% 22% 26% 32% 35%
OTHER
Average number of employees 1,297 1,060 947 907 852
Number of employees at year end 1,743 1,114 1,004 918 860
Capnor Connery HoldCo A/S - Annual Report 2024-2025
A few words
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Contents
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Independent
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Financials
Financial
notes
Parent
company
Parent
company
notes
I would like to thank our customers, employees and partners for a record strong nancial year 2024/25.
We grew our Services business segment from mDKK 1,122 to mDKK 1,592. Our fastest growing area was
Managed Services which increased by 95% to a new all-time high. The strong performance this year takes us
one step closer to our ambition of becoming the European leader in Managed Services and Cybersecurity.
Our normalised EBITDA reached 718 mDKK, up 41%
compared to last year. The underlying business was very
strong, and exceeded our expectations, with commercial
momentum and market share gains across geographies
and expertise areas. We now see clear results from
our strategic shift to a more service-oriented business
model. Growth was particularly strong in cybersecurity
and managed cloud, where customers increasingly
require specialised capabilities. Services now account
for a clear majority of our commercial activity, fully
aligned with our strategic priority to scale managed
services, strengthen our cybersecurity oering, and
build a scalable, pan-European platform.
We welcomed many new colleagues and continued
to build Conscia as a great place to work. Through
our Network of Knowledge, our customers in every
country now benefit from the deep expertise of
more than 1,700 employees across the Group in
cybersecurity, networking, sovereign cloud, public cloud
and observability.
During the year, we took major steps to strengthen our
European leadership, adding scale, local presence and
expert capabilities. We acquired Kanari Group in Norway
and PlanNet21 in Ireland. Both companies have already
been fully integrated.
In the Netherlands, the acquisition of Open Line, a leader
in managed cloud services, created a powerhouse for
mission-critical cloud delivery when combined with
Conscia Netherlands. We also entered the Belgium
market with the acquisition of Silta, and we expanded in
the United Kingdom through the acquisition of ISN.
On the rst day of the new nancial year, 1 October
2025, Conscia completed the acquisition of Danish
cybersecurity specialist Dubex, further strengthening
our European leadership in cybersecurity.Our Net
Promoter Scores from customers and employees were
both 66, placing us in the top 10% of our industry, and
giving us condence that we remain a trusted and
relevant partner and employer in the years to come. We
have repositioned our brand to reect our mission and
strategy across all markets. A brand built on trust and
to secure progress for our customers and society as
whole where digital infrastructure plays an increasingly
important role.
At Conscia, we remain committed to our ambition of
being Europe’s leading secure digital infrastructure
partner combining cybersecurity and managed services.
Erik Bertman
Chief Executive Ocer
Letter from our
CEO
We are looking forward to continuing
to deliver services and solutions in a
secure and reliable way.
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Conscia in brief
Conscia is a pan-European leader in cybersecurity and
managed services for mission-critical IT infrastructure.
Conscia secures and runs complex digital infrastructure
for large organisations in an increasingly digital world
facing rising threats and vulnerabilities. With global
expertise and a local presence, Conscia designs, delivers,
and manages cybersecurity, networking, hybrid cloud,
and observability solutions that keep systems protected,
connected, and high-performing.
By safeguarding critical data and operations, Conscia
ensures organisations stay resilient and prepared for
what’s next – empowering them to secure progress.
Founded in Denmark in 2003 and backed by private
equity investor Nordic Capital, Conscia has grown into a
pan-European leader. Headquartered in Denmark, the
company now employs more than 1,700 people across
Belgium, Finland, Germany, Ireland, Norway, Slovenia,
Sweden, the Netherlands, Spain, and the UK, serving
clients in multiple sectors including nance, healthcare,
manufacturing, utilities, retail, and the public sector. This
is an increase of 57% (629 employees) since September
2024 with 84% (1,465 employees) located outside
Denmark.
Conscia seeks to be the best place to work in Europe for
talented IT specialists with deep technical expertise.
Ambition
The long-term ambition of Conscia is to become the
market leader in cybersecurity and managed services in
Europe. We want to secure and simplify technology use
in society and be the rst choice for organizations with
mission-critical infrastructure to secure and run their
networking and cybersecurity based on our leadership
in expertise and service levels.
Strategic pillars
Anchored in our ambition to become the European
leader in cybersecurity and Managed Services we
continued to make solid progress in executing its
strategic roadmap towards 2028/29.
Our strategy is built on four key pillars.
Pillar 1: Scaling services
Accelerate growth in our Services portfolio, with a strong
focus on Managed Services. This includes enhancing
capabilities to sell and deliver services across markets
and strengthening operations center platforms to enable
seamless service delivery across the Conscia Group.
Pillar 2: Scaling cybersecurity
Expand cybersecurity oerings with a broader strategic
portfolio, strengthening partnerships with Palo Alto
Networks and Microsoft. We aim to deepen expertise
to remain a trusted partner in an increasingly complex
threat landscape.
Pillar 3: Transforming software
Advance our software strategy by adapting the business
model to support emerging sales channels such as
marketplaces. Development of our proprietary asset
management system, CNS, remains a priority to support
the full customer lifecycle.
Pillar 4: Driving scalability
Build shared competencies by adjusting our
organizational model for growth, harmonizing systems,
and standardizing processes across markets. Common
HR and IT platforms empower employees to collaborate
across borders, connecting the best experts to deliver
exceptional value.
Strategic progress
Scaling services
We strengthened our sales setup, improved incentive
structures and ensured specialist capabilities across
markets. Service delivery was enhanced with the successful
onboarding of one country into a centralized operations
model, enabling seamless cross-border execution.
Scaling cybersecurity
We reinforced our sales setup with specialist expertise
across markets improving incentives, ensuring we remain
a trusted partner in an increasingly complex threat
landscape.
Transforming software
We advanced our software strategy by continuing
development of our proprietary CNS platform to include
software capabilities. Additionally, we launched Conscia
Software Adoption (CSA), enabling full life-cycle support
and strengthening our position in software-driven
solutions.
Driving scalability
We launched a dedicated business unit to centralize
capabilities, supporting sales and delivery of core
Managed Services across countries to accelerate growth.
At the same time, we continued adapting organizational
structures within markets to ensure t for growth.
Third party recognition
Our performance in 2024/25 was recognized through
multiple partner awards from Cisco, Palo Alto Networks,
and VMware—arming our technical excellence and
strategic alignment. These accolades underscore the
strength of our approach and our commitment to investing
in people, knowledge, and market leadership.
Management review
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Financial review 2024/25
Revenue for the year amounted to mDKK 5,701,
representing a 25% increase compared to the previous
year. This is considered to be a satisfactory performance
and broadly in line with expectations. Performance was
strong across the Group with particularly strong results
in the Service business growing 42%. The Solution
business also contributed positively, with solid 19.4%
growth across hardware and software sales, software
subscriptions, and consulting services.
The acquisitions of the PlanNet21 Group, the Kanari
Group, Silta NV and Intuitive Systems and Networks
Limited contributed significantly to the overall
performance, while Open Line, acquired in July 2025,
provided a modest but positive contribution. The Group
continues to demonstrate a healthy balance between
organic and inorganic growth.
Normalized EBITDA reached mDKK 718, an increase of
41% compared to the previous year.This improvement
was driven by a favorable revenue mix and associated
gross margin expansion, continued cost discipline
within the xed cost base, and contributions from the
aforementioned acquisitions. Excluding acquisitions
carried out in the nancial year 2024/25, the normalized
EBITDA growth was 10% compared to last year and in
line with expectations disclosed in the annual report for
the nancial year 2023/24. Normalized EBITDA margin
was 13%, up from 11% the year before.
Management also evaluates performance using net
revenue as a key internal nancial metric, as it provides
an alternative view of underlying value creation by
calculating hardware and software sales and software
subscriptions at gross prot level while including services
and consulting at full revenue. On this basis, the Group
delivered even stronger performance in 2024/25,
with net revenue increasing by 34% compared to the
previous year, driven primarily by sustained momentum
in Services and particularly strong growth in Managed
Services. This reflects the robust performance of
Managed Services across cybersecurity, networking,
hybrid cloud and observability, and the continued
expansion of our recurring revenue base.
The improved revenue mix and cost discipline resulted
in an all-time-high normalized EBITDA margin of 25%
on a net revenue basis. The Group’s shift towards
a more recurring and service-oriented business
model continued during the year, with Services now
representing over 60% of total net revenue (pro forma
for recent acquisitions), fully aligned with the Group’s
strategic priorities of scaling Services, strengthening
cybersecurity, and driving platform scalability.
The total number of employees increased by 629
during the year. 619 of this increase was as a result of
acquisitions. In addition, all countries except Sweden,
Norway, and Germany, saw growth in the number
of employees.
Management considers the nancial and operational
performance for the year to be satisfactory, reecting the
successful execution of the Group’s strategic priorities.
Outlook for 2025/26
Conscia enters the 2025/26 nancial year well-positioned
in attractive and resilient markets, supported by several
structural growth drivers. These include heWightened
cybersecurity demands, the ongoing transition to
hyper-converged infrastructure and software-dened
networking, accelerated cloud adoption, and increased
awareness of the nancial impact of network disruptions.
For 2025/26, Conscia expects to achieve normalized
EBITDA growth of 50–55% compared to 2024/25. The
full year impact of the acquisitions during 2024/25
will be a material part of this growth, in addition to the
expectation for double digit organic growth. Normalized
EBITDA is dened as reported EBITDA adjusted for non-
recurring costs, which primarily relate to merger and
acquisition (M&A) activities, including due diligence and
integration expenses. In addition, Conscia anticipates
a net increase of employees year-over-year, reecting
continued investment in talent and capacity to support
growth.
This outlook excludes the impact of acquisitions agreed
after the close of the nancial year and represents
Conscia’s most likely scenario based on current market
conditions. While the company remains condent in its
trajectory, it acknowledges that external macroeconomic
and geopolitical factors, such as global trade tensions
driven by increased political undertainty, tariffs on
international trade, and interest rate uctuations, may
introduce uncertainty. A deterioration in the broader
business environment could aect Conscia’s ability to
deliver the expected results.
Corporate Governance
This section covers the governance of Capnor Connery
HoldCo A/S, but as the main activities of Capnor Connery
HoldCo A/S consist of owning Conscia and capital shares
of the aliated companies, any reference to activities
and conditions in the Company refer to Conscia A/S
apart from Board of Directors and executive Board
composition and activities.
By virtue of its Private Equity ownership, Capnor Connery
HoldCo A/S is subject to “Guidelines for responsible
ownership and good corporate governance” as dened
by the trade association of Active Owners Denmark. The
guidelines are available at the website www.aktiveejere.dk
The organization of management is, among other
things, based on the Danish Companies Act, the Danish
Financial Statements Act, and the Company’s articles
of association. The Company has based its corporate
governance eorts on a two-tier system where the Board
of Directors and the Executive Board have two distinct
roles. The Executive Board undertakes the operational
management of the Company, whereas the Board of
Directors determines the overall company strategy and
acts as an active sparring partner to the Executive Board.
In addition, the Board of Directors uses committees for
special tasks. Board meetings and audit committee
meetings are held four to ve times a year.
Gender diversity
At Conscia, we are committed to fostering a diverse,
unbiased, and inclusive workplace where all employees,
regardless of their race, ethnicity, gender, sexual
orientation, disability, age, religion, or any other
characteristic, are treated with respect, dignity, and
fairness. We believe that a diverse and inclusive workforce
is not only essential for our success but also reects
our core values and leadership principles.
It is our policy to place the best person in a position
regardless of their gender, orientation, ethnicity, religion,
or other private considerations.
The Board of Directors is committed to fostering a dynamic
and diverse team, where members bring a rich blend of
perspectives in terms of age, experience, nationality,
and gender. This ensures a well-rounded, versatile
board that can drive Conscia’s vision and strategy forward
with competence and innovation. As we seek new
candidates for the Board, we prioritize identifying those
whose skills not only align with Conscia’s needs but
also enhance the board’s collective strength and
eectiveness.
Promoting gender balance is a key priority across
Conscia, including at the Leadership level. Our
Leadership team actively encourages team leaders to
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present a diverse slate of candidates for interviews at
every level, ensuring fair representation of both genders.
When top candidates are equally qualied, preference is
given to candidates from the underrepresented gender
to create a more balanced workplace.
We also continue to invest in the growth of talent
from the underrepresented gender by oering equal
development opportunities, a practice we upheld in
2024/25 and will carry forward into the future.
The Board of Directors
Chairperson of Conscia’s Board of Directors, Morten
Hübbe, was CEO of Tryg A/S from 2011 to 2023, was a
member of SimCorp A/S’ Board of Directors from 2018
to 2023 and Chairperson of Siteimprove from 2020 to
2025. Morten Hübbe is currently board members of
Swiss Re and Chairperson of Trustly.
Board member Sisse Fjelsted Rasmussen holds a number
of other board positions, including with Kirk Kapital,
Demant A/S, Schouw & Co A/S, Hempel foundation and
Dades A/S.
Board member Jacob Brandt is Investment Director at
Nordic Capital.
Board member Aditya Desaraju is Managing Director,
Nordic Capital, and board member of Anaqua, Inovalon.
Share based remuneration
To encourage common goals between key employees
and the Group’s strategy, an investment program for
management, external board members, and a number
of employees was established in 2019. Please see note
5 for further information.
Key risks
Conscia is exposed to uncertainties and risk factors,
which may aect some or all its activities. The Group
monitors key risks to access and mitigate their impact.
Employee risks
Conscia acknowledges that the employees are its most
important asset. As Conscia’s business model is founded
on IT consultancy and extensive partnerships, having the
right competencies is vital. Therefore, it is important that
Conscia continues to attract, retain and develop skilled
employees, and thus, Conscia has initiated several
activities to strengthen employer branding, employee
experience, and not least constant development of skills
and competencies in the organization. Failure to do so
will negatively impact the continued development of the
Group. The increased competition for new employees
during the course of the last year has resulted in talent
acquisition and attraction being prioritized as a key focus
for the new nancial year.
Interest rate risks
Conscia is exposed to uctuations in interest rates. The
Group monitors interest rate developments and takes
advice from advisors on how best to mitigate the impact
of changes in interest rates.
Currency risks
Conscia is exposed to currency fluctuations in the
countries where it has its main activities. The risk relates
primarily to the rise/fall in USD, as almost all hardware
and software are purchased in USD. It is a Group policy
to seek to offset exchange-rate risks by matching
revenue, as well as positive cash ow, against costs in
the same currencies. If this is not possible, the currency
exchange risk is hedged via foreign exchange contracts.
No speculative currency positions are taken.
Exchange rate uctuations related to the translation of the
results and inter-Group balance of foreign subsidiaries
at the balance sheet date constitute a risk. The Group
does not hedge this type of risk. Consequently, in the
short term, Conscia may be aected by exchange rate
uctuations related to the translation of the results and
inter- Group balance of subsidiaries into DKK.
Credit risk
Due to Conscia´s customer composition, which primarily
consists of public and large and robust companies, the
credit risk is assessed as minimal – and monitored daily
by the Finance department, according to Group policies.
Contractual risks
As Conscia’s business model is founded on extensive
partnerships, it is essential to secure that vendor
contracts, or other agreements do not impose abnormal
obligations on Conscia nor are drafted in an unbalanced
manner with regard to the protection of Conscia’s
business. Therefore, before entering any agreements,
suppliers are thoroughly evaluated regarding nancial
solidity, delivery quality, timeliness, and overall reliability,
according to the Group’s policies.
IT risks
Conscia uses IT significantly and is vulnerable to
interruptions of operation and breaches of the
established security. Conscia has many IT security
specialists that assist its clients but also support
improving its own IT security to ensure that a high level
of security is always maintained.
Additionally, an internal IT Information Security Policy
secures the employees are knowledgeable about the
best possible way of minimizing the risk of exposing or
losing data in case of accidents, theft, intentional and
unintentional data leaks or direct attacks. All employees
across the Group have been trained in the Security
Policy, and proper adoption has been ensured.
The Audit Committee assists the Board of Directors
with reviews of nancial reporting processes, review of
internal control systems, including risk management,
and the ongoing dialogue with the external auditor.
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Research and development
activities
Conscia does not conduct research but continuously
develops internal systems and tools to support its
customers’ business. The majority of capital expenditure
in 2024/25 has been on development of Service Now,
Conscia Network Services and other internal IT projects
that are expected to improve internal eciency and
improve the customer experience.
Intellectual capital resources
To some extent, Conscia is dependent on attracting and
retaining employees who can continue the development
of the core solutions and services. However, due
to the size of our technical resource pool, this risk
is manageable.
Unusual events
Apart from the acquisitions mentioned, there were
no unusual events during the nancial year 2024/25.
Uncertainty relating to recognition
and measurement
For a description related to uncertainty relating to
recognition and measurement, a reference is made to
note 2 – “Critical accounting estimates and judgments”.
Ownership
NC CONNERY, L.P, acting by its general partner, NC
CONNERY GP LIMITED, holds more than 5% of the
shares in Capnor Connery Holdco A/S.
Information about treasury shares is shown in note 17 of
the consolidated nancial statements.
Own shares
Information about treasury shares is shown in note 17 of
the consolidated nancial statements.
Events subsequent to the
nancial year
For a description of subsequent events, a
reference is made to note 26 in the Consolidated
Financial Statements.
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StepResult Process
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Executive Management
• Erik Gunnar Bertman , Chief Executive Ocer
• Jacob Bryde Christensen , Chief Financial Ocer
Board of Directors
• Morten Marc Hübbe , Chairperson
• Sisse Fjelsted Rasmussen
• Jacob Gustav Brandt
• Aditya Desaraju
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CVR No: 33 77 12 31
Independent
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mne28705
mne35483
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Income statement
Financials
Prot and loss
statement
Income statement
Other comprehensive income
1 October 2024 to 1 October 2023 to
tDKK Note 30 September 2025 30 September 2024
Revenue 3 5,701,058 4,562,961
Expenses for raw materials and consumables (3,813,252 ) (3,072,425 )
Other external expenses (349,755 ) (292,621 )
Gross prot 1,538,051 1,197,915
Sta expenses 4 (969,302 ) (801,214 )
EBITDA 568,749 396,701
Depreciation and amortization 6 (249,478 ) (178,770 )
Result before nancial items 319,271 217,931
Financial income 7 9,139 9,579
Financial expenses 8 (470,397 ) (277,072 )
Result before tax (141,987 ) (49,562 )
Income tax 9 (65,430 ) (53,520 )
Result for the period (207,417 ) (103,082 )
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Result for the period (207,417 ) (103,082 )
Exchange dierences on translation of foreign
operations
Hedging gains/loss 299 (11,517 )
Other comprehensive income for the period 10,493 (13,354 )
Total comprehensive income for the period (196,924 ) (116,436 )
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Financials
Balance sheet
Balance sheet
Equity and liability
Assets
30 September 30 September
tDKK Note 2025 2024
Intangible assets 10 8,478,117 3,708,306
Property, plant and equipment 11 132,762 57,970
Right-of-use assets 13 365,155 105,625
Other receivables 57,371 68,771
Income tax receivables 1,071 0
Prepayments 482,831 442,726
Total non-current assets 9,517,307 4,383,398
Inventories 14 85,936 93,075
Trade receivables 15 951,706 521,379
Contract work in progress, assets 16 22,871 66,426
Income tax receivables 18,627 3,767
Derivatives 19 259 0
Other receivables 214,068 132,305
Prepayments 579,660 442,455
Cash and cash equivalents 446,979 329,982
Total current assets 2,320,106 1,589,389
Total assets 11,837,413 5,972,787
30 September 30 September
tDKK Note 2025 2024
Share capital 17 2,327 2,021
Share premium 2,572,940 2,001,341
Foreign currency translation reserve (84,011 ) (94,205 )
Hedging reserve 19 (112 ) (411 )
Retained earnings (786,504 ) (579,087 )
Total equity 1,704,640 1,329,659
Borrowings 18 6,194,620 2,050,888
Lease liabilities 13 293,719 79,015
Income tax payables 11,594 24,442
Deferred tax liabilities 12 558,899 114,133
Prepayments from customers 16 50,990 35,780
Other payables 31,164 56,960
Deferred income 16 635,716 555,362
Total non-current liabilities 7,776,702 2,916,580
Borrowings 18 6,214 0
Trade payables 742,701 428,229
Contract work in progress, liabilities 16 258 177
Lease liabilities 13 76,752 30,728
Income tax payables 66,029 70,828
Prepayments from customers 16 164,504 101,574
Derivatives 19 0 2,801
Other payables 552,881 510,565
Deferred income 16 746,732 581,646
Total current liabilities 2,356,071 1,726,548
Total liabilities 10,132,773 4,643,128
Total equity and liabilities 11,837,413 5,972,787
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Statement of changes in equity
Financials
Statement of changes in equity
tDKK
Share
capital
Share
premium
Foreign currency
translation reserve
Hedging
reserve
Retained
earnings Total
Equity at 1 October 2024 2,021 2,001,341 (94,205 ) (411 ) (579,087 ) 1,329,659
Result for the period 0 0 0 0 (207,417 ) (207,417 )
Other comprehensive income 0 0 10,194 299 0 10,493
Total comprehensive income for
the period
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Capital increase 297 570,499 0 0 0 570,796
Treasury shares 9 1,100 0 0 0 1,109
Total transactions with owners 306 571,599 0 0 0 571,905
Equity at 30 September 2025 2,327 2,572,940 (84,011 ) (112 ) (786,504 ) 1,704,640
tDKK
Share
capital
Share
premium
Foreign currency
translation reserve
Hedging
reserve
Retained
earnings Total
Equity at 1 October 2023 2,007 2,009,356 (92,368 ) 11,106 (476,005 ) 1,454,096
Result for the period 0 0 0 0 (103,082 ) (103,082 )
Other comprehensive income 0 0 (1,837 ) (11,517 ) 0 (13,354 )
Total comprehensive income for
the period
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Capital increase 14 24,712 0 0 0 24,726
Treasury shares 0 (32,727 ) 0 0 0 (32,727 )
Total transactions with owners 14 (8,015 ) 0 0 0 (8,001 )
Equity at 30 September 2024 2,021 2,001,341 (94,205 ) (411 ) (579,087 ) 1,329,659
2024/2025 2023/2024
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Statement of cash ows
Statement of cash ows
Financials
1 October 2024 to 1 October 2023 to
tDKK Note 30 September 2025 30 September 2024
Result for the period (207,417 ) (103,081 )
Adjustments 27 778,609 495,354
Changes in net working capital 28 (65,395 ) 288,347
Net cash ow from operating activities before interest and taxes paid 505,797 680,621
Interests received 9,139 9,579
Interests paid (423,477 ) (273,428 )
Income taxes paid (117,969 ) (68,687 )
Net cash ow from operating activities after interest and taxes paid (26,510 ) 348,085
Purchase of intangible assets 10 (58,095 ) (47,668 )
Purchase of property, plant and equipment 11 (72,546 ) (24,123 )
Payment for acquisition of subsidiaries, net of cash acquired (3,628,760 ) (212,562 )
Net cash ow from investing activities (3,759,401 ) (284,353 )
Raising of borrowings 6,081,124 87,259
Repayment of borrowings (2,289,977 ) (72,522 )
Other payables (25,793 ) 61,901
Principal elements of lease payments 13 (58,528 ) (44,183 )
Treasury shares 31,529 (32,726 )
Buy back shares (30,419 ) 0
Cash capital increase 193,179 24,726
Cash ow from nancing activities 3,901,115 24,455
Net cash ow for the period 115,204 88,187
Cash and cash equivalents, beginning of the period 329,982 243,474
Eects of exchange rate changes on cash and cash equivalents 1,793 (1,679 )
Cash and cash equivalents at end of the period 446,979 329,982
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Material accounting policy information
Critical accounting estimates and judgements
Revenue
Sta expenses & other external expenses
Share-based payment plans
Depreciation and amortization
Financial income
Financial expenses
Tax on prot for the year
Intangible assets
Property, plant, and equipment
Deferred tax
Leases
Inventories
Trade receivables
Contract balances
Share capital
Borrowings
Financial risk management
Capital Management
Business combinations
Commitments and contingent liabilities
Fee to auditors appointed at the general meeting
Changes in liabilities arising from nancial activities
Related parties
Events after the balance sheet date
Cash ow statement: Adjustments
Cash ow statement: Changes in net working capital
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The Consolidated Financial Statements of the
Group have been prepared in accordance with IFRS
Accounting Standards as adopted by the EU as well as
additional Danish disclosure requirements applying to
entities of reporting class C for large enterprises.
Capnor Connery HoldCo A/S provides through its
subsidiaries IT solutions, consultancy, and services
to some of the largest private enterprises and public-
sector organizations in the countries in which the Group
is represented.
The Consolidated Financial Statements have been
prepared under the historical cost convention, except
for derivative nancial instruments that are measured
at fair value. The Consolidated Financial Statement
are presented in Danish Kroner (DKK), as this is the
Parent Company’s functional currency. The nancial
statements have been rounded to the nearest thousand
except when otherwise stated.
Reporting period
The reporting period for 2024/25 and 2023/24 cover
the period 1 October to 30 September.
Basis of preparation
No significant new IFRSs or IFRIC interpretations
have been implemented in 2024/25 affecting the
recognition and measurement in the Consolidated
Financial Statements.
There are no IFRSs or IFRIC interpretations that are not
yet eective that are expected to have a material impact
on the Consolidated Financial Statements.
From 1 January 2027 IFRS 18 will be eective and impact
the Financial Statement for 2028/2029. The Group
has not yet started to analyse the consequences of the
new standard.
Basis of consolidation
The Consolidated Financial Statements include
Capnor Connery HoldCo A/S and its direct and indirect
subsidiaries (together, Group). Subsidiaries are all
entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the
entity and can aect those returns through its power
to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from
the date that control ceases.
Intercompany transactions, balances, and unrealized
gains on transactions between Group companies are
eliminated. Unrealized losses are also eliminated unless
the transaction provides evidence of an impairment of
the transferred asset.
Foreign currency translation
Functional currency
Items included in the nancial statements of each of the
Group’s entities are measured using the currency of
the primary economic environment in which the entity
operates (‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such
transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies
at year end exchange rates are generally recognized in
prot or loss.
The results and nancial position of foreign operations
that have a functional currency different from the
Group’s presentation currency (DKK) are translated into
the presentation currency as follows;
•
assets and liabilities for each balance sheet
presented are translated at the closing rate at the
date of that balance sheet.
•
income and expenses for each statement of prot
or loss and statement of comprehensive income are
translated at average exchange rates (unless this is
not a reasonable approximation of the cumulative
eect of the rates prevailing on the transaction dates,
in which case income and expenses are translated at
the dates of the transactions), and
• all resulting exchange dierences are recognized in
other comprehensive income.
Cash ow hedges
The Group uses derivatives (foreign currency forward
contracts) to hedge its exposure to foreign currency
risk arising from its purchases of goods and services
for resale denominated in USD. These derivatives are
designated as cash ow hedges for the purpose of
hedge accounting.
These derivative financial instruments are initially
recognized at fair value on the date on which the
derivative contract is entered into and are subsequently
remeasured at fair value. Derivatives are carried as other
receivables when the fair value is positive and as other
payables when the fair value is negative.
Provided the cash ow hedge is eective, changes in
the fair value of the hedging instrument are initially
recognized in other comprehensive income and
taken to the hedging reserve in equity. Any ineective
portion of the change in the fair value of the hedging
instrument is recognized directly in the statement of
prot or loss. The cash ow hedge reserve is adjusted to
the lower of the cumulative gain or loss on the hedging
instrument and the cumulative change in fair value of
the hedged item.
The amount accumulated in other comprehensive
income is reclassied to prot or loss as a reclassication
adjustment in the same period or periods during which
the hedged cash ows aect prot or loss.
Note 1
Material accounting policy
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Business combinations
The acquisition method of accounting is used to account
for all business combinations. The consideration
transferred for the acquisition of a subsidiary
comprises the:
• fair values of the assets transferred
•
liabilities incurred to the former owners of the
acquired business
• equity interests issued by the Group
•
fair value of any asset or liability resulting from a
contingent consideration arrangement, and
•
fair value of any pre-existing equity interest in
the subsidiary.
Identiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values
at the acquisition date. Acquisition-related costs are
expensed as incurred. The excess of the:
• consideration transferred,
•
amount of any non-controlling interest in the
acquired entity, and
•
acquisition-date fair value of any previous equity
interest in the acquired entity over the fair value of
the net identiable assets acquired is recorded as
goodwill. If those amounts are less than the fair value
of the net identiable assets of the business acquired,
the dierence is recognized directly in prot or loss
as a bargain purchase.
Revenue from contracts with
customers
The Group generates revenue from the sale of
hardware, software, support services, and consultancy
services. Revenue from contracts with customers is
recognized when control of the goods or services are
transferred to the customer at an amount that reects
the consideration to which the Group expects to be
entitled in exchange for those goods or services.
Some contracts include multiple deliverables, such
as the sale of hardware as well as the sale of software
and consultancy services. Management assesses
whether each deliverable is distinct. If the Group
provides a significant service of integrating the
hardware and software, the deliverables are treated as
one performance obligation. If on the other hand, the
customer could benet separately from each derivable,
each derivable is treated as a separate performance
obligation. Therefore, each deliverable is accounted for
as a separate performance obligation.
Where the contracts include multiple performance
obligations, the transaction price will be allocated to
each performance obligation based on the stand-alone
selling prices. The stand-alone selling prices of each
performance obligation are always directly observable.
The Group has concluded that it is the principal in its
contracts with customers. Further details regarding
this judgement have been provided in note 2 Critical
accounting estimated and judgement.
The customer contracts do in general not include any
variable consideration in the form of volume rebates,
customer bonuses or price concessions.
Revenue from the sale of hardware
and software
The software sold by the Group is characterized as
granting the customer a right-to-use of the intellectual
property as the customer contracts for the sale of
software does not require the Group to undertake
activities that signicantly aect the license. Hardware
is operational only with specic software and generally
software and hardware are sold together . Due to the
interdependency between the software and hardware,
the software and the hardware is considered one
performance obligation. Revenue is recognized
upon delivery.
Revenue from the sale of support services
Revenue related to the sale of support services is
recognized over the period in which the service is
provided to the customer. Because the customer
receives and consumes the benets of the services
provided as the Group performs, the performance
obligation is satised over time. Revenue is recognized
on a straight-line basis. The service periods vary
between 1 to 5 years.
Consultancy services
Revenue related to the sale of consultancy services is
mostly derived through services with an hourly rate.
Revenue generated from these contracts is recognized
in the amount to which the Group has a right to
invoice which corresponds directly with the value to
the customer of the Group’s performance to date.
Customers are invoiced monthly, and consideration is
payable when invoiced.
Some contracts for consultancy services related to large
projects have a xed price. The revenue generated in
relation to those contracts is recognized over time based
on hours incurred, or costs incurred, relative to the total
expected costs (production of completion method).
Expenses for materials and
consumables
Expenses for materials and consumables comprise
the materials and consumables consumed to achieve
revenue for the year
Other external expenses
Other external expenses comprise expenses for
premises, sales, and distribution as well as office
expenses, etc. Other external expenses also includes
costs related to M&A activities, associated due diligence
and integration costs.
Sta expenses
Sta expenses comprise wages and salaries as well as
payroll expenses other than production wages.
Amortization, depreciation, and
impairment losses
Amortization, depreciation, and impairment losses
comprise amortization, depreciation and impairment
of intangible assets and property, plant and equipment.
Other operating income and
expenses
Other operating income and other operating expenses
comprise items of a secondary nature to the main
activities of the Group, including gains and losses
on the sale of intangible assets, and property, plant
and equipment.
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Financial income and expenses
Financial income and expenses are recognized in the
income statements at the amounts that concern the
nancial year.
Interest expenses include interest on nancial liabilities
measured at amortized cost.
Net nancials include interest income and expenses
as well as exchange rate dierences on current and
noncurrent capital items, allowances and surcharges
under the advance-payment-of-tax scheme, etc.
Income tax
The income tax expense or credit for the period is the tax
payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction
adjusted by changes in deferred tax assets and liabilities
attributable to temporary dierences and to unused
tax losses.
The current income tax charge is calculated based on
the tax laws enacted or substantively enacted at the
balance sheet date in the countries where the Company
and its subsidiaries operate and generate taxable
income. Management periodically evaluates positions
taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions, where appropriate, based on
amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability
method, on temporary dierences arising between
the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements.
Deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction
other than a business combination that at the time of
the transaction aects neither accounting nor taxable
profit or loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period
and are expected to apply when the related deferred
income tax asset is realized, or the deferred income tax
liability is settled.
Deferred tax assets are recognized only if it is probable
that future taxable amounts will be available to utilize
those temporary dierences and losses.
Deferred tax assets and liabilities are oset when there
is a legally enforceable right to oset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are oset where the entity has a legally
enforceable right to oset and intends either to settle
on a net basis, or to realize the asset and settle the
liability simultaneously.
Current and deferred tax is recognized in prot or loss,
except to the extent that it relates to items recognized in
other comprehensive income or directly in equity. In this
case, the tax is also recognized in other comprehensive
income or directly in equity, respectively.
Intangible assets
Goodwill
Goodwill is measured as described under the
accounting policy for business combinations. Goodwill
on acquisitions of subsidiaries is included in intangible
assets. Goodwill is not amortized but it is tested for
impairment annually, or more frequently if events
or changes in circumstances indicate that it might
be impaired and is carried at cost less accumulated
impairment losses. Gains and losses on the disposal
of an entity include the carrying amount of goodwill
relating to the entity sold.
Goodwill is allocated to cash-generating units for the
purpose of impairment testing. The allocation is made
to those cash-generating units or Groups of cash-
generating units that are expected to benet from the
business combination in which the goodwill arose. The
units or Groups of units are identied at the lowest level
at which goodwill is monitored for internal management
purposes, being the operating segments.
Customer contracts, acquired rigths, software
and trademarks
Separately acquired intangible assets are measured
at historical cost. Customer relations, technology and
trademark acquired through business combinations
are recognized at fair value at the acquisition date.
Except for trademarks, separately acquired intangible
assets have a nite useful life and are subsequently
carried at cost less accumulated amortization and
impairment losses.
The Group amortizes intangible assets with a nite
useful life using the straight-line method over the
following periods:
• Customer contracts 10-15 years
• Software 1-5 years
• Acquired rights 5 years
• Trademark Innite
Trademark with an indenite useful life is not amortized,
but is tested for impairment annually, or more frequently
if events indicate that it might be impaired and is carried
at cost less accumulated impairment losses.
Development projects
Intellectual property rights consist of development
projects and acquired customer relations.
Costs of development projects comprise salaries,
amortization and other expenses directly or indirectly
attributable to the Company’s development activities.
Development projects that are clearly dened and
identiable and in respect of which technical feasibility,
sufficient resources and a potential future market
or development opportunity in the enterprise can
be demonstrated, and where it is the intention to
manufacture, market or use the project, are recognized
as intangible assets. This applies if sucient certainty
exists that the value in use of future earnings can cover
cost of sales, distribution and administrative expenses
involved as well as the development costs.
Development projects that do not meet the criteria
for recognition in the balance sheet are recognized as
expenses in the income statement as incurred.
As of the date of completion, capitalized development
costs are amortized on a straight-line basis over the
period of the expected economic benet from the
development work. The amortization period is 1-5 years.
Property, plant, and equipment
Property, plant, and equipment are measured at
historical cost less accumulated depreciation. The cost
includes expenditure that is directly attributable to the
acquisition of the items.
The carrying amount of any component accounted for
as a separate asset is derecognized when replaced.
All other repairs and maintenance are charged to
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prot or loss during the reporting period in which they
are incurred.
Depreciations are calculated using the straight-line
method, net of their residual values over their estimated
useful lives, as follows:
• Land and buildings 1-13 years
• Other xtures, ttings, tools, equipment 3-5 years
The assets’ residual values and useful lives are
reviewed, and adjusted if appropriate, at the end of
each reporting period. Gains and losses on disposals
are determined by comparing proceeds with carrying
amount. These are included in prot or loss as other
operating income/expenses.
Leases
Leases are recognized as a right-of-use asset and a
corresponding liability at the date at which the leased
asset is available for use by the Group. Each lease
payment is allocated between the liability and nance
cost. The nance cost is charged to prot or loss over
the lease period to produce a constant periodic rate of
interest on the remaining balance of the liability for each
period. The right-of-use asset is depreciated over the
shorter of the asset’s useful life and the lease term on a
straight-line basis.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities
include the net present value of the following
lease payments:
•
fixed payments (including in-substance fixed
payments), less any lease incentives receivable
•
variable lease payment that are based on an index
or a rate
•
amounts expected to be payable by the lessee under
residual value guarantees
• the exercise price of a purchase option if the lessee
is reasonably certain to exercise that option, and
•
payments of penalties for terminating the lease, if the
lease term reects the lessee exercising that option.
The lease payments are discounted using the interest
rate implicit in the lease, if that rate can be determined,
or the Group’s incremental borrowing rate.
Lease liabilities are subsequently measured by
increasing the carrying amount to reect interest on
the lease liability and reducing the carrying amount to
reect the lease payments made. Right-of-use assets
are measured at cost comprising the following:
•
the amount of the initial measurement of lease liability
• any lease payments made at or before
the commencement date less any lease
incentives received
• any initial direct costs, and
• restoration costs.
Variable lease payments are recognized on a straight-
line basis as an expense in prot or loss. The Group has
elected to recognize short-term leases and leases of
low-value assets.
Impairment of non-current assets
Goodwill and intangible assets with an indenite useful
life are not subject to amortization and are tested
annually for impairment, or more frequently if events
or changes in circumstances indicate that they might
be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An
impairment loss is recognized for the amount by which
the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an
asset’s fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are
separately identiable cash inows which are largely
independent of the cash inows from other assets or
groups of assets (cash-generating units). Non-nancial
assets other than goodwill that suered an impairment
are reviewed for possible reversal of the impairment at
the end of each reporting period.
Trade Receivables
Trade receivables are recognized initially at transaction
price and subsequently measured at amortized cost
using the eective interest method, less loss allowance.
The Group holds the trade receivables with the objective
to collect the contractual cash ows and therefore
measures them subsequently at amortized cost.
The Group applies the IFRS 9 simplied approach to
measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. See
note 15 for a description of the Group’s impairment
policies for trade receivables.
Other Receivables
Receivables are measured in the balance sheet at
the amortised cost less expected credit losses, which
corresponds to nominal value less provisions for
bad debts.
Inventories
Inventories are measured at the lower of cost under
the FIFO method and net realizable value. The net
realizable value of inventories is calculated at the
amount expected to be generated by sale of the
inventories in the process of normal operations with
deduction of selling expenses. The net realizable value
is determined allowing for marketability, obsolescence
and development in expected selling price.
Prepayments
Prepayments recognized as an asset comprise
prepaid expenses regarding subsequent financial
reporting years.
Cash and cash equivalents
Cash and cash equivalents comprises cash and
bank balances.
Equity
Share Capital
Ordinary and preference shares are classied as equity.
Incremental costs directly attributable to the issue of
new shares are shown in equity as a deductions, net of
tax, from the proceeds.
Share Premium
Premium on issue of ordinary and preference shares
are recognized as share premium.
Foreign currency translation reserve
Exchange differences arising on translation of the
foreign controlled entity are recognized in other
comprehensive income and accumulated in a separate
reserve within equity. The cumulative amount is
reclassied to prot or loss when the net investment is
disposed of.
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Hedging reserve
The hedging reserve includes the cash ow hedge
reserve and is used to recognize the eective portion
of gains or losses on derivatives that are designated and
qualify as cash ow hedges. Amounts are subsequently
either transferred to the initial cost of inventory or
reclassied to prot or loss as appropriate.
Dividends
A liability is recognized for any dividend declared, being
appropriately authorized and no longer at the discretion
of the entity, on or before the end of the reporting period
but not distributed at the end of the reporting period.
Financial liabilities
Borrowings are initially recognized at fair value which
is generally proceeds received, and net of transaction
costs incurred. Subsequently, borrowings are measured
at amortized cost.
Borrowings are classied as current liabilities unless
the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the
reporting period.
Other nancial liabilities, including trade and other
payables, are on initial recognition measured at fair
value. The liabilities are subsequently measured at
amortized cost.
Contract assets/liabilities
A contract liability is the obligation to transfer goods or
services to a customer for which the Group has received
consideration (or an amount of consideration is due)
from the customer.
If a customer pays consideration before the Group
transfers services to the customer, a contract liability is
recognized when the payment is made, or the payment
is due (whichever is earlier). Contract liabilities are
recognized as revenue when the Group performs under
the contract.
If the Group transfers services or goods to the customer,
before receiving payments, a contract asset is
recognized when the services or goods are transferred
to the customer.
Share-based payments
The share-based payment agreements of the Group
are classied as equity-settled transactions, for which
a cost is recognized in the income statement, with a
corresponding increase in equity over the period in
which the services are fullled.
The value of employee services is measured at grant
date indirectly with reference to the fair value of the
equity instruments granted.
Under the existing share-based payment agreements
of the Group, the shares acquired by the employees
are purchased on marked terms (i.e. no discounts
or abnormal privileges have been afforded to the
employees). As a result, no costs associated with the
share-based payment agreements are to be recognized.
Further information about the share-based payment
agreement is disclosed in note 5.
Investments and other nancial
assets/liabilities
The Group uses the fair value concept in connection
with measurement and disclosure requirements and for
the recognition of nancial instruments. The fair value
is dened as the price that can be obtained by selling
an asset or that must be paid to transfer an obligation
in an ordinary transaction between market participants
(“exit price”).
The fair value of nancial instruments that are not
traded in an active market is determined using generally
accepted valuation technics based on observable
inputs from active markets. For nancial liabilities where
the fair value is disclosed, the fair value is estimated by
discounting future contractual cash ows at the current
market interest rate.
Cash ow statement
The cash ow statement shows the Group’s cash ows
for the year broken down by operating, investing, and
nancing activities, changes for the year in cash and
cash equivalents as well as the Group’s cash and cash
equivalents at the beginning and end of the year.
Cash ows from operating activities are calculated as
the net prot/loss for the year adjusted for changes in
working capital and non-cash operating items such as
depreciation, amortization and impairment losses, and
provisions. Working capital comprises current assets
less short-term debt excluding items included in cash
and cash equivalents.
Cash ows from investing activities comprise cash
ows from acquisitions and disposals of intangible
assets, property, plant and equipment as well as xed
asset investments.
Cash ows from nancing activities comprise cash
ows from the raising and repayment of long-term
debt and principal element on lease payments as well
as payments to and from shareholders.
Key Figures
The nancial ratios have been calculated as follows.
Revenue growth
(Revenue this year - Revenue last year) / Revenue last
year * 100
Gross margin
Gross prot x 100 / Revenue
EBITDA ratio
EBITDA x 100 / Revenue
Normalized EBITDA ratio
EBITDA normalized x 100 / Revenue
Normalized EBITDA growth
(EBITDA normalized this year - EBITDA normalized last
year) / EBITDA normalized last year * 100
Return on assets
Prot before nancials x 100 / Total assets
Solvency ratio
Equity at the year end x 100 / Total assets
Return on Equity
Net prot for the year x 100 / Average equity
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In the preparation of the consolidated financial
statements according to IFRS, Management is required
to make certain estimates as many nancial statement
items that are associated with signicant estimation
uncertainty, must be estimated as the value of assets
and liabilities often depends on future events that are
somewhat uncertain.
The judgments, estimates, and assumptions made
are based on historical experience and factors that
Management considers to be reliable, but which by
their very nature are associated with uncertainty
and unpredictability. These assumptions may prove
incomplete or incorrect, and unexpected events or
circumstances may arise. The most critical judgments,
estimates, and assumptions for the individual items are
described below.
Critical accounting estimates
Customer relations - useful lives
As part of the acquisition of AX IV CON IV ApS on 30
April 2019, and the following acquisitions of XevIT
GmbH, Secoa AB, NET IT Service A/S, Credocom A/S,
Damecon B.V, RedLogic, Miradot AB, ethcon GmbH,
lifecon GmbH, Siemify Software AB, ITGL Limited, Kanari
Group, PlanNet21 Group, Silta, ISN and Open Line, the
Group identified customer relations as a separate
intangible asset. On 30 September 2025, the carrying
amount of customer contracts amounts to tDKK
2,734,239. The customer relations are amortized on a
straight- line basis over their useful life. Management
has estimated the useful lives of the customer relations
to be between 10 - 15 years depending on the respective
Group entity the customer relations are related to.
When estimating the useful lives management has
considered among other the expected churn-rate of
the customers. However, the actual useful life of the
customer relations may be shorter or longer. The useful
life of customer relations are reassessed annually.
Impairment test of goodwill and trademark
The Group annually tests whether goodwill and
trademark has suered any impairment, in accordance
with the accounting policy stated in note 1. The
recoverable amounts of cash-generating units have
been determined based on value-in-use calculations.
These calculations require the use of estimates.
The estimates and assumptions are based on historical
experience and other factors, such as management
expectations and outlook plans but as by nature it
is uncertain and unpredictable. Due to the risks and
uncertainties which the Group is subject to, actual
outcomes may dier from the estimates made.
Goodwill and trademark amounts to tDKK 5,582,988
and tDKK 34,129, respectively and no impairment losses
have been recognized in the nancial year 2024/25.
Information on the impairment tests, including critical
assumptions are disclosed and described in note 10.
Critical accounting judgements
Identication of performance obligations in
solutions
Management has applied judgment in determining
whether a contract for the sale of software, hardware
and consultancy services to design a network solution
comprises one or more performance obligations.
It is Management’s assessment that due to the
interdependency between the hardware and the
related software, these elements are not separable
within the context of the contract. Consequently, the
hardware and the related software is treated as one
performance obligation. Consultancy services are
considered a separate performance obligation due
to the fact that another partner of the hardware and
software manufacturer would have the practical ability
to design the network solution comprising the hardware
and software.
Recognizing revenue as a principal
The Group has concluded that it is the principal in
satisfying the performance obligations in all its contracts
with customers.
As a result, the Group recognizes revenue on a
gross basis.
In determining that the Group acts a principal (rather
than an agent) in satisfying its performance obligations,
the Group has considered the nature of its promises
with its customers. Management has assessed
that the Group acts as a principle mainly due to the
following circumstances:
•
the Group is primarily responsible for fullling the
promise to provide the specied good or service, and
•
the Group has discretion in establishing the prices
for the specied goods or services.
Note 2
Critical accounting estimates
and judgements
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Note 3
Revenue
3
Info
Revenue related to Solution is recognized at a point in time and revenue related to Service is recognized over time and
as such revenues for multiple year contracts agreed in prior years are included in the current nancial year.
Revenue per product line
Revenue per region
Note 3
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Solution 4,109,659 3,441,340
Service 1,591,399 1,121,621
Total 5,701,058 4,562,961
KONTROL -0
Note 3.1
Revenue
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Denmark 1,592,956 1,473,494
Nordic ex. Denmark** 1,474,156 1,182,578
Netherlands** 965,108 961,486
Belgium* 29,625 0
Slovenia 377,411 343,806
Germany 306,377 323,515
United Kingdom** 470,634 278,082
Ireland* 484,791 0
Group 5,701,058 4,562,961
KONTROL - 0
Note 3
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Solution 4,109,659 3,441,340
Service 1,591,399 1,121,621
Total 5,701,058 4,562,961 KONTROL -0
Note 3.1
Revenue
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Denmark 1,592,956 1,473,494
Nordic ex. Denmark** 1,474,156 1,182,578
Netherlands** 965,108 961,486
Belgium* 29,625 0
Slovenia 377,411 343,806
Germany 306,377 323,515
United Kingdom** 470,634 278,082
Ireland* 484,791 0
Group 5,701,058 4,562,961
KONTROL - 0
* Bought during the nancial year
** Additional acquired entities during the nancial year
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4
Note 4
Sta expenses and other external expenses
Sta expenses Non-recurring items
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Wages and salaries 796,097 657,824
Dened contribution plans 80,731 69,426
Other social security costs 82,697 69,454
Other sta costs 9,777 4,510
Total 969,302 801,214
Average number of employees 1,297 1,060
EXECUTIVE MANAGEMENT AND KEY MANAGEMENT
Wages and salaries 8,803 13,044
Pension plans 378 330
Other social security costs 13 14
Total 9,194 13,388
BOARD OF DIRECTORS
Board compensation 1,720 1,829
Total 1,720 1,829
Total compensation of key management 10,914 15,217
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Non-recurring items wages and salaries 2,613 9,993
Non-recurring items other 146,756 103,286
Total 149,369 113,279
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Wages and salaries 796,097 657,824
Dened contribution plans 80,731 69,426
Other social security costs 82,697 69,454
Other sta costs 9,777 4,510
Total 969,302 801,214
Average number of employees 1,297 1,060
Executive management and key management
Wages and salaries 8,803 13,044
Pension plans 378 330
Other social security costs 13 14
Total 9,194 13,388
BOARD OF DIRECTORS
Board compensation 1,720 1,829
Total 1,720 1,829
Total compensation of key management 10,914 15,217
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Non-recurring items wages and salaries 2,613 9,993
Non-recurring items other 146,756 103,286
Total 149,369 113,279
Info
The increase in non-recurring items is mainly driven by extensive cost related to M&A activity both acquired companies,
potential new companies and divestments.
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The Group has in 2019 introduced an incentive program for its Executive Management and
key employees, under which the participants agree to purchase shares in Capnor Connery
HoldCo A/S. The shares acquired by the participants under the program comprise a
combination of ordinary shares and preference shares. The preference shares have
preference right to repayment of the amount invested plus dividend according to the
shareholder agreement.
Under the program, the Group has a right, but not an
obligation to repurchase all shares held by a participant
prior to an exit. The shares may not be sold to a third
party by the employees.
All shares acquired under the incentive program are
purchased by the participants at market terms.
The consideration paid by the participants therefore
corresponds to the fair value of the shares at the date of
acquisition. Accordingly, no discount has been aorded
to the participant. The participants have not received
any abnormal privileges by acquiring the shares either.
The shareholder agreement remains in force and eect
for 10 years or until an exit event occurs.
Because the shares are acquired by the participants at
market terms, no costs related to the incentive program
has been recognized because no compensation has
been aorded. Accordingly, the incentive program has
no eect on the income statement or equity.
Note 5
Share-based payment plans
5
Distribution of shares from the incentive program
Number of preference
shares
Number of ordinary
shares
As at 1 October 2024 18,448,374 11,664,641
Issued during the year 18,445,378 2,181,158
Exercised during the year (433,116) (672,961)
As at 30 September 2025 36,460,636 13,172,838
Number of preference
shares
Number of ordinary
shares
As at 1 October 2023 17,586,247 11,666,959
Issued during the year 1,465,609 226,740
Exercised during the year (603,482) (229,058)
As at 30 September 2024 18,448,374 11,664,641
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Note 6
Depreciation and amortization
6
Number of
preference shares
Number of
ordinary shares
As at 1 October 2024 18,448,374 11,664,641
Issued during the year 18,445,378 2,181,158
Exercised during the year (433,116) (672,961)
As at 30 September 2025 36,460,636 13,172,838
Number of
preference shares
Number of
ordinary shares
As at 1 October 2023 17,586,247 11,666,959
Issued during the year 1,465,609 226,740
Exercised during the year (603,482) (229,058)
As at 30 September 2024 18,448,374 11,664,641
Note 6
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Impairment and amortization on intangible assets 173,396 115,731
Depreciation on property, plant and equipment 22,620 19,931
Depreciation on right-of-use assets 53,462 43,108
Total 249,478 178,770
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7
Note 7
Financial income
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest income 7,050 2,444
Gain on foreign exchange 0 7,135
Other nancial income 2,089 0
Total 9,139 9,579
Note 8
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest on nancial liabilities 427,492 272,578
Interest on lease liabilities (Right-of-use assets) 6,021 3,645
Loss on foreign exchange 33,977 0
Other nancial expenses 2,907 849
Total 470,397 277,072
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Note 8
Financial expenses
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest income 7,050 2,444
Gain on foreign exchange 0 7,135
Other nancial income 2,089 0
Total 9,139 9,579
Note 8
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest on nancial liabilities 427,492 272,578
Interest on lease liabilities (Right-of-use assets) 6,021 3,645
Loss on foreign exchange 33,977 0
Other nancial expenses 2,907 849
Total 470,397 277,072
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Uncertain tax position
The Dutch tax authorities and Conscia Nederland
B.V. have in the nancial year 2024/25 reached an
agreement regarding interest rate deductibility for
intragroup loans for the years 2018/19 and 2019/20. The
agreement and settlement between the parties have
impacted this year’s prot and loss positive.
Management considers the matter resolved in ac-
cordance with the terms agreed with the Dutch Tax
Authority.
9
Note 9
Tax on prot for the year
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
CURRENT TAX
Current tax on prots for the year 96,427 85,522
Current tax on prots for previous years (9,985) 3,674
Deferred tax on prot for the year (20,969) (37,771)
Deferred tax on prot for previous years (43) 2,095
Total 65,430 53,520
Calculated 22.0% tax on prot for the year before income tax
(31,237) (10,903)
TAX EFFECTS OF
Non-deductible expenses 9,935 13,836
Non-deductible interest 97,788 43,994
Tax related to previous years (10,027) 5,768
Higher/lower tax rate in subsidiaries (1,150) 825
Tax on other comprehensive income 121 0
Total 65,430 53,520
Eective tax rate -46% -108%
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Note 10
Intangible assets
30 September 2025
Info
As part of a review of the classication of assets, certain software previously presented under tangible assets has been reclassied to intangible assets. This reclassication reects a more accurate
presentation of the nature of the assets. Comparative gures for the prior year have been restated to reect this change, ensuring consistency and comparability across reporting periods. The
reclassication has no impact on total assets and liabilities.
tDKK Acquired rights Customer contracts Goodwill Software
Development
projects in progress
Completed
development
projects Trademarks Total
COST
At 30 September 2024 54,379 1,076,154 2,941,171 197,927 10,654 16,358 34,129 4,330,772
Additions through business combinations 6,618 2,198,927 2,639,860 0 0 0 28,437 4,873,842
Additions during the year 16,494 0 0 36,912 4,323 366 0 58,095
Disposal during the year (8,061) 0 0 0 0 0 0 (8,061)
Transfers for the year 0 0 0 0 (11,109) 11,109 0 0
Exchange dierence (13) 2,379 1,957 0 0 0 0 4,323
At 30 September 2025 69,417 3,277,460 5,582,988 234,839 3,868 27,833 62,566 9,258,971
ACCUMULATED AMORTISATION AND
IMPAIRMENT
At 30 September 2024 38,203 420,792 0 153,976 0 2,679 0 615,650
Amortization for the year 5,816 151,071 0 6,910 0 7,409 0 171,206
Impairment losses for the year 58 0 0 0 2,134 0 0 2,192
Disposal during the year (8,061) 0 0 0 (3) 0 0 (8,064)
Exchange dierence 75 (205) 0 0 0 0 0 (130)
At 30 September 2025 36,091 571,658 0 160,886 2,131 10,088 0 780,854
Carrying amount 30 September 2025 33,326 2,705,802 5,582,988 73,953 1,737 17,745 62,566 8,478,117
Info
Development projects relate to the
development of new versions of the
Group’s existing software products.
The projects are progressing
according to plan through the
use of the resources allocated by
Management to the development.
The software is expected to be
used in the present market to
the Group’s existing customers,
and furthermore contribute to
efficiency and high margins in
core business activities. Prior to
the initiation of the projects, the
customers are inquired as to the
need for an updated programme,
which was well received.
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Note 10
Intangible assets
30 September 2024
tDKK Acquired rights Customer contracts Goodwill Software
Development
projects in progress
Completed
development
projects Trademarks Total
COST
At 30 September 2023 46,952 1,025,517 2,704,111 175,316 3,758 2,030 34,129 3,991,814
Additions through business combinations 72 49,296 233,715 0 0 0 0 283,083
Additions during the year 7,742 0 0 22,611 7,958 1,213 0 39,524
Disposal during the year (384) 0 0 0 (1,062) 13,115 0 11,669
Transfers for the year 0 0 0 0 0 0 0 0
Exchange dierence (3) 1,341 3,345 0 0 0 0 4,683
At 30 September 2024 54,379 1,076,154 2,941,171 197,927 10,654 16,358 34,129 4,330,772
ACCUMULATED AMORTISATION AND
IMPAIRMENT
At 30 September 2023 34,062 335,395 0 128,259 0 594 0 498,310
Amortization for the year 4,158 85,369 0 25,717 0 2,085 0 117,329
Impairment losses for the year 0 0 0 0 0 0 0 0
Disposal during the year (14) 0 0 0 0 0 0 (14)
Exchange dierence (4) 28 0 0 0 0 0 24
At 30 September 2024 38,203 420,792 0 153,976 0 2,679 0 615,650
Carrying amount 30 September 2024 16,176 655,362 2,941,171 43,951 10,654 13,679 34,129 3,715,123
Info
As part of a review of the classication of assets, certain software previously presented under tangible assets has been reclassied to intangible assets. This reclassication reects a more accurate
presentation of the nature of the assets. Comparative gures for the prior year have been restated to reect this change, ensuring consistency and comparability across reporting periods. The
reclassication has no impact on total assets and liabilities.
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Customer contracts
Customer contracts were acquired through business
combinations in 2019, 2020, 2021, 2022, 2023, 2024
and 2025. They are recognized at their fair value at the
date of acquisition and are subsequently amortized
on a straight-line basis. As of 30 September 2025,
the carrying amount of customer contracts was tDKK
2,734,239. The Group estimates the remaining useful
life of the customer contracts to be 5 - 15 years.
Software and development
projects
Software comprises of an asset management tool and
was both acquired through the business combination
in 2019 of Conscia Group and additional acquired
Software doing the years. They are recognized at their
fair value at the date of acquisition and are subsequently
amortized on a straight-line basis. As of 30 September
2025, the carrying amount of software was tDKK
73,953. The Group estimates the remaining useful life
of the software to be 1 - 5 years.
Development projects comprises primarily of Conscia
Connect. This is Conscia’s customer portal. This allows
customers to access our services, such as CNS and
Service Now. Additional security measure ensure that
this access can be provided safely for both parties.
Trademarks
Trademarks are relating to the Conscia trademark
and has a carrying amount of tDKK 62,566 as of 30
September 2025. Trademarks are not amortized,
as the useful life is indenite. The carrying amount of
trademarks is mainly related to the Conscia brand,
which is considered to have an indenite useful life since
there is no foreseeable limit to the period over which
the brand is expected to generate net cash inows.
Factors that played a signicant role in determining that
the Conscia brand has an indenite useful life are: i) the
Group’s strategy is based on the Conscia brand and ii)
acquired trademarks are converted to or co-branded
with the Conscia brand. During the year, the Group
acquired Open Line, adding a trademark with a carrying
amount of tDKK 28,437. Similar to the Conscia brand,
the Open Line trademark is not amortized, as its useful
life is assessed as indenite. This assessment is based
on Open Line’s strong market position and reputation
as a leading provider of managed cloud services. The
Group intends to maintain and leverage the Open Line
brand as part of its long-term strategy, reinforcing its
value and relevance in the market.
Impairment tests of goodwill
and trademark
The Group tests whether goodwill and trademark
has suered any impairment on an annual basis. For
2024/25, no impairment loss has been recognized.
During 2024/25 Group acquired 100% of the issued
share capital of
•
Open Line Group of companies (Netherlands, Spain,
Austria, USA)
•
PlanNet21 Group of companies (Ireland, United
Kingdom, USA)
•
Kanari Group of companies (Norway, Sweden,
Denmark, Finland)
• Silta N.V. (Belgium)
• Intuitive Systems and Networks Limited (UK)
30 September 2025 30 September 2024
tDKK Trademarks Goodwill Trademarks Goodwill
CASHGENERATING UNITS
Denmark 34,129 959,954 34,129 959,954
Sweden 438,687 428,298
Norway 407,431 207,303
Benelux 28,437 2,033,369 717,973
Slovenia 218,802 218,525
Germany 173,750 173,554
United Kingdom 290,087 235,564
Ireland 1,060,908 n.a.
Total 62,566 5,582,988 34,129 2,941,171
Cash-generating units
The carrying amount of goodwill and trademarks, respectively, allocated to each cash generating units.
The Group tests whether goodwill and trademark
have suered any impairment on an annual basis. The
recoverable amount of each cash generating unit is
determined based on value-in use calculations which
require the use of assumptions. The calculations use
cash flow projections based on financial budgets
approved by management covering a ve-year period.
Cashows beyond the ve-year period are extrapolated
using the estimated growth rates stated below. These
growth rates are consistent with forecasts included in
industry reports specic to the industry in which the
entity operates.
Key assumptions, long term growth rates and discount
rates used in the value-in-use calculations are as follows;
Goodwill related to these acquisition amounted to
tDKK 2,639,860.
Goodwill and trademarks are monitored by
Management at the level of the countries of operation of
the Group (cash generating units). As of 30 September
2025, the carrying amount of goodwill and trademarks,
respectively, allocated to each cash generating units is
the table.
Goodwill and trademark have been tested on each
identied cash generating unit. The Group has seven
separate cash-generating units, represented by
the geographical areas where the Group operates -
Denmark, Sweden, Norway, Netherlands, Germany,
Slovenia, United Kingdom and Ireland.
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Description of assumptions
Average sales growth is the average annual growth
rate over the budget period, which is based on past
performance and Management’s expectations of
market development. The average sales growth
for the period 2026 – 2030, for the seven cash ow
generating units, is in the range 2-18% (2025 – 2029:
4-6%).
Most countries are forecasting double digit annual
growth. The lower end of the growth is Denmark,
where Conscia already has a signicant presence in the
market so opportunities for growth are limited. Sweden
is at the higher end of the scale. New products and
sale of Software subscriptions in a market where large
customer opportunities are still available will enable this
higher growth.
Projection of the revenue is based on existing and new
sales and whether this supports the Group’s operation.
New sales are based on historic growth combined with
Conscia’s current pipeline and the expectation of a
general increase in existing market.
There is a base assumption that Conscia will continue
to oer attractive goods and services by developing
its oering and incorporating new technologies, such
as articial intelligence and cyber security, to meet the
increasingly data driven needs of its customers.
EBITDA margin is the average margin as a percentage of
revenue over the budget period. It is based on the current
sales margin levels and expectations for sales mix and
the expectation that the budgeted increasing level of
activity will have a positive spill-over eect on the Group’s
EBITDA margin. The average EBITDA Margin for the
period 2026 – 2030, for the eight cash ow generating
units, has increased this year with Ireland expecting an
EBITDA above the Group’s EBITDA. There is a general
assumption that increase in size will allow realization
of economies of scale and lead to improved margins.
The average EBITDA margin in percent is dierent
between countries due to whether goods, service
contract or a total enterprise contract are provided. The
composition of the products sold aects the individual
country’s EBITDA margin.
Overview of assumptions for largest Cash-Generating
Units:
•
Ireland: double digit sales growth and EBITDA margin
above the Group’s EBITDA, are expected to continue
in the comming years
•
Benelux: single digit sales growth and EBITDA margin
above the Group’s EBITDA, are expected to continue
in the comming years
•
Denmark: single digit sales growth and EBITDA
margin below the Group’s average are expected,
with EBITDA levels projected to improve in the
coming years.
The increasing focus on the Service business will
contribute to an increasing margin. Marginal tax rate is
the expected rate over the ve-year forecast period. It
is based on each country’s current tax rate.
Sensitivity to changed
assumptions
The calculated value in use of each cash-generating
unit is considerably higher than the carrying amount,
and the prepared impairment tests shows that goodwill
and trademark are not impaired. In Management’s
opinion, no reasonable likely change to the above-
mentioned assumptions will imply that the carrying
amount of each cash generating unit will exceed
the value in use signicantly. The carrying amount
Table info
The tables show key assumptions, long term growth rates and discount rates used in the value-in-use calculations.
(%) Marginal tax rate Long term growth rate
Pre-tax
discount rate
Denmark 22.0 2.0 12.3
Sweden 20.6 2.0 12.2
Norway 22.0 2.0 14.4
Benelux 25.8 2.0 14.0
Slovenia 19.0 2.0 14.3
Germany 30.0 2.0 14.9
United Kingdom 25.0 2.0 16.9
Ireland 12.5 2.0 12.3
Assumption as at
30 September 2025
(%) Marginal tax rate Long term growth rate
Pre-tax
discount rate
Denmark 22.0 2.0 12.6
Sweden 20.6 2.0 12.9
Norway 22.0 2.0 14.1
Benelux 25.8 2.0 12.8
Slovenia 19.0 2.0 12.6
Germany 30.0 2.0 12.7
United Kingdom 20.6 2.0 14.6
Assumption as at
30 September 2024
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Note 11
Property, plant, and equipment
30 September 2025 30 September 2024
tDKK
Other xtures and ttings,
tools and equipment
COST
At 30 September 2024 97,334
Additions through business combinations 31,866
Additions during the year 72,546
Disposals during the year (11,516)
Exchange adjustment 176
At 30 September 2025 190,406
ACCUMULATED DEPRECIATION
At 30 September 2024 46,180
Depreciation for the year 22,620
Disposals for the year (11,261)
Exchange adjustment 105
At 30 September 2025 57,644
Carrying amount 30 September 2025 132,762
tDKK
Other xtures and ttings,
tools and equipment
COST
At 30 September 2023 83,766
Additions through business combinations 798
Additions during the year 20,214
Disposals during the year (7,345)
Exchange adjustment (100)
At 30 September 2024 97,334
ACCUMULATED DEPRECIATION
At 30 September 2023 34,485
Depreciation for the year 18,333
Disposals for the year (6,614)
Exchange adjustment (23)
At 30 September 2024 46,180
Carrying amount 30 September 2024 51,153
Info
As part of a review of the classication of assets, certain software previously presented under tangible assets has been reclassied to intangible assets. This reclassication reects a more accurate presentation of the nature of the assets.
Comparative gures for the prior year have been restated to reect this change, ensuring consistency and comparability across reporting periods. The reclassication has no impact on total assets and liabilities.
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The deferred tax include an amount of tDKK 6,731 which
mainly relates to carried-forward tax losses of Conscia
Deutschland GmbH who has incurred the losses the
previous years.
The group has concluded that the deferred tax asset
related to tax loss carry forward will be recoverable
using the estimated future taxable income based on the
approved business plans and budgets for the subsidiary.
Both business plan and budgets show the subsidiary is
expected to generate taxable income from 2025/26 and
onwards. The losses can be carried forward indenitely
and have no expiry date.
12
Note 12
Deferred tax
tDKK 30 September 2025 30 September 2024
Deferred tax at 1 October (114,133) (140,096)
Additions through business combinations (466,158) (12,229)
Deferred tax recognised in the statement of prot or loss for the year 20,969 37,771
Deferred tax recognised in the statement of prot or loss for prior years 43 (2,095)
Deferred tax reccognised in other comprehensive income (121) 3,487
Exchange adjustment 501 (971)
Deferred tax at 30 September (558,899) (114,133)
DEFERRED TAX RELATES TO
Intangible assets (623,852) (179,056)
Property, plant and equipment 3,134 786
Right-of-use assets 110 (11)
Contract assets and liabilities (346) 592
Deferred expenses 692 232
Hedging instruments 184 517
Borrowing costs 5,589 15,833
Income for later taxation 137 (1,264)
Tax on loss carry forward 7,376 2,262
Deferred income/prepayments 48,077 45,976
Total (558,899) (114,133)
Of which presented as deferred tax assets 0 0
Of which presented as deferred tax liabilities (558,899) (114,133)
Total (558,899) (114,133)
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The Group leases various properties and cars
Most car leases have a lease term of 12-36 months. Most
property leases are perpetual and may be cancelled by
either the Group or the lessor at any point after the non-
cancellable period.
Lease terms are negotiated on an individual basis and
contain a wide range of dierent terms and conditions.
The lease agreements do not impose any covenants,
but leased assets may not be used as security for
borrowing purposes.
13
Note 13
Leases (Right-of-use assets)
Note
Additions to the Right-of-use assets during the
2024/2025 nancial year were tDKK 318,485
(2023/2024; tDKK 41.025).
tDKK 30 September 2025 30 September 2024
RIGHTOFUSE ASSETS
Properties 226,019 60,329
Cars 92,148 45,296
IT Equiptment 46,988 0
Total 365,155 105,625
LEASE LIABILITIES
Current 76,752 30,728
Non-current 293,719 79,015
Total 370,471 109,743
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
DEPRECIATION CHARGE OF RIGHTOFUSE ASSETS
Properties 27,504 19,661
Cars 25,235 23,447
IT Equiptment 720 0
Total 53,459 43,108
Interest expense (included in nancial expenses) 6,031 3,645
Total cash outow from leases 58,528 44,183
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Note 14
Inventories
tDKK 30 September 2025 30 September 2024
Finished goods and goods for resale 85,936 93,075
Total inventories 85,936 93,075
Impairment for the year (28,771) 2,422
Reversed impairment for the year 28,205 (2,058)
During the reporting period, the Group recognized a
reversal of impairment losses on inventory amounting
to tDKK 28,205. This reversal was primarily due to
improvement in market demand, which resulted in a
higher net realizable value of the inventory compared
to previous estimates.
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Trade receivables classified as current since they
are non-interest bearing and are generally due for
settlement within 30 days.
The Group applies the IFRS 9 simplied approach to
measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and
contract asset.
When determining the expected credit loss rates
supportable information about past events as well as
current and future economic conditions are considered.
The historical credit losses experienced in previous
years are insignicant.
Adjusting the historical loss rates to reect current
information and Management’s expectations about
forward-looking information aecting the customers’
ability to settle the receivables, the Group has
determined the expected credit loss as of 30 September
2025 to be insignicant.
Trade receivables are written o when there is no
reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include,
amongst others, when no dividend is expected to be
received from a debtor’s bankruptcy estate.
15
Note 15
Trade receivables
Info
Further information about the Group’s credit risk related to trade receivables are provided in note 19.
tDKK 30 September 2025 30 September 2024
Trade receivable carring amount 955,934 529,830
Less allowance for impairment of trade receivables (4,228) (8,451)
Trade receivables net 951,706 521,379
Current 802,786 421,924
More than 1 day past due 109,628 82,757
More than 30 days past due 27,611 11,589
More than 60 days past due 6,300 5,285
More than 90 days past due 9,609 8,275
Total 955,934 529,830
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Deferred income is the accrual of service contracts
to customers with a contract period from 1 to 5 years
where the Group has an ongoing delivery obligation
to the customer. The increase in deferred income is
related to the increase in Service Revenue for the year.
Prepayments from customers relate to projects where
the Group not yet has started the project. The project
start will take place within the coming year.
In addition to acquisitions of a new company, the Group
has experienced continued organic growth in revenue
throughout the year, with previous years’ acquisitions
of companies contributing to this growth.
Trade receivables has increased signicantly during
the year, primarily driven by the acquisition of new
entities that were not included in the balance as of 30
September 2024. The increase in prepayments from
customers of tDKK 90,697 are mainly driven by the
acquisitions during the year.
Of the total balance of prepayment from customers
and deferred income as of 30 September 2025, tDKK
811,453 is expected to be recognized as revenue within
less than 1 year, tDKK 699,085 within 1-5 years and tDKK
790 more than 5 years.
As of 30 September 2025, the Group has a total order
backlog of tDKK 636,074 (2023/2024: tDKK 454,455),
representing contracted future revenues from new
sales commitments, including amounts not yet invoiced
for multi-year subscriptions. The order backlog excludes
deferred income and is expected to be delivered within
the coming nancial year
16
Note 16
Contract balances
tDKK 30 September 2025 30 September 2024
ASSETS
Trade receivable 951,706 521,379
Contract work in progress, assets 22,871 66,426
Prepayments 1,062,491 885,181
LIABILITIES
Prepayments from customers 215,494 137,354
Contract work in progress, liability 258 177
Deferred income 1,382,448 1,137,008
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Note 17
Share capital
17
A and B-shares
All shares have nominal value of DKK 0.01 and carry one
vote. The shares are non-negotiable instruments. Any
transfer of shares are subject to consent of the Board
of Directors.
According to the shareholders agreement the B-shares
carry a right of a preferred return of 10% per year.
Holders of A-shares are only entitled to receive dividend
when the preferred dividend on the B-shares have been
fully paid.
Treasury shares
During 2024/25 the company acquired 854,579 own
shares corresponding to 2.80% of the share capital, the
total payment amounted tDKK 16,675 , which have been
deducted from share premium under equity.
The shares were acquired as part of the company’s
strategi and with the aim of allocating them to
employees covered by the share-based program. As of
30 September 2025, the company owns 3,154,298 own
shares, corresponding to 1.36% of the total company
share capital. All own shares are owned by Capnor
Connery Holdco A/S.
30 September 2025 30 September 2024 30 September 2025 30 September 2024
THE SHARE CAPITAL COMPRISES
Number of shares Number of shares
Nominal value
mDKK
Nominal value
mDKK
A shares (ordinary shares) - fully paid 44,739,142 41,307,751 447 413
B shares (preference shares) - fully paid 187,976,166 160,847,419 1,880 1,608
Share capital 232,715,308 202,155,170 2,327 2,021
30 September 2025 30 September 2024 30 September 2025 30 September 2024 30 September 2025 30 September 2024
Number of shares Number of shares
Nominal value
mDKK
Nominal value
mDKK
Share of share capital Share of share capital
As at 1 October 2,299,719 1,717,291 23 17 1.14% 0.86%
Additions during the year 854,579 582,428 9 6 0.22% 0.28%
As at 30 September 3,154,298 2,299,719 32 23 1.36% 1.14%
tDKK 30 September 2025 30 September 2024 30 September 2025 30 September 2024
CHANGES IN SHARE CAPITAL
Opening balance 413 411 1,608 1,596
Capital increase 34 2 271 13
Total 447 413 1,879 1,609
A-shares B-shares
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Note 18
Borrowings
18
The borrowings comprise of acquisition related loans
as well as a revolving credit facility to fund the ongoing
operations.
All borrowings are standing loans which are subject to
standard clauses and governance related to gearing
ratios of the Group.
tDKK Interest rate Eective interest rate Currency Maturity Carrying amount
30 SEPTEMBER 2025
Loan from credit institution Variable 7.8% - 10.8% DKK, EUR, NOK, SEK, GBP 05 October 2029 6,107,064
Revolving Facility Variable 5.4% DKK 05 October 2029 80,000
Other credit institiutions Fixed 2.5% EUR 01 August 2028 13,770
Total borrowings 6,200,834
2025
tDKK Interest rate Eective interest rate Currency Maturity Carrying amount
30 SEPTEMBER 2024
Loan from credit institution Variable 10.4-11.7 % DKK, EUR, NOK, SEK, GBP 05 October 2029 1,970,888
Revolving Facility Variable 6.0 % DKK 05 October 2029 80,000
Total borrowings 2,050,888
2024
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Financial risk factors
The Group’s nancial liabilities comprise borrowings,
leases and trade, and other payables. The main purpose
of these nancial liabilities is to nance the Group’s
operations. The Group’s nancial assets include trade
and other receivables and cash and cash equivalents.
The Group also enters derivative transactions for the
purpose of hedging its exposure to foreign currency
risks. It is the Group’s policy that no trading in derivatives
for speculative purposes may be undertaken.
The Group is exposed to market risk (interest rate and
foreign exchange rate), credit risk and liquidity risk. The
Group’s Management oversees the management of
these risks on an ongoing basis and responds to those
risks as appropriate.
Market risk
Interest rate risk
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The
Group’s main interest rate risk arises from long-term
borrowings with variable rates, which expose the Group
to cash ow interest rate risk.
The Group is closely monitoring the interest rate
development and in close dialog with advisors. The
Group’s policy is not to hedge its exposure to change
in interest rates.
Management is aware of exposure to rising interest
rates and accepts the risk, as management considers
the cost of hedging to exceed the risk.
Sensitivity
Prot or loss and equity is sensitive to higher/lower
interest, cost on borrowings as well as income from
cash and cash equivalents as a result of changes in
interest rates.
The impact presented in the sensitivity analysis (see
table 19.1) is based on the nancial assets and liabilities as
of 30 September 2025. The analysis does not consider
the impact from repayments, proceeds etc. related to
the borrowings. Management considers the sensitivity
analysis to be based on reasonably possible current
market conditions.
Foreign currency risk
Foreign currency risk is the risk that the fair value or
future cash ows of an exposure will uctuate because
of changes in foreign exchange rates.
The Group’s exposure to the risk of changes in foreign
exchange rates relates primarily to the Group’s
operating activities (when revenue or expense is
denominated in a foreign currency dierent from the
respective entity’s functional currency).
The Group’s exposure to foreign currency is primarily
related to USD, as most of the Group’s purchases of
goods for resale are denominated in USD.
The Group uses foreign currency forward contracts
to hedge its exposure to foreign currency risk arising
from its purchases of goods and services for resale
denominated in USD. The Group hedges the following
currency, SEK, DKK, NOK, GBP and EUR against USD
according to the Group’s foreign currency risk policy.
The foreign currency forward contracts are designated
as hedging instruments in cash ow hedges of forecast
purchases in USD. These forecast transactions are
highly probable.
Accordingly, it is the Group’s policy to hedge its exposure
to foreign currency risk arising from its purchases
of goods for resale denominated in USD, see further
below. Considering those hedges, the Group’s exposure
on USD purchases is considered insignicant. The
Group is further exposed to foreign currency risks from
receivables denominated in EUR and USD. However,
the Group’s nancial instruments denominated in EUR
and DKK only create a limited exposure to the Group
due to the xed DKK/EUR exchange rates. 89% of
nancial instruments are denominated in DKK or EUR.
The Group is further exposed to minor foreign currency
risks from nancial instruments denominated in GBP,
SEK and NOK against DKK, amounting to 11% of the total
exposure. Group Management does not consider this
exposure to be material.
Sensitivity
Table 19.2 demonstrates the sensitivity to a reasonably
possible change in foreign exchange rates for currency
forward contracts for operating activities. Foreign
currencies are translated at the exchange rate on the
balance sheet date on 30 September for resp. 2025 and
2024. The impact on the Group’s prot (with all other
variables held constant) is shown in Table 19.2.
The impact presented in the sensitivity analysis is based
on the nancial assets and nancial liabilities recognized
as of 30 September 2025. All hedging relationships are
assumed to be eective. Management considers the
sensitive analysis to be reasonably possible based on
the current market conditions.
19
Note 19
Financial risk management
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest rates - increase by 100 basis points 63,391 19,859
Interest rates - decrease by 100 basis points (63,391) (19,859)
Table 19.1: Impact on post tax prot and equity
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
DKK/USD exchange rate - increase 10% 24,914 16,155
DKK/USD exchange rate - decrease 10% (24,914) (16,155)
Table 19.2: Forward currency contracts hedging contracts impact on post tax prot
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Credit risk
Credit risk arises from cash and cash equivalents,
as well as credit exposures to customers, including
outstanding receivables.
The Group’s primary credit exposure is related to
trade receivables and cash positions. The Group has
no major exposure relating to one single customer or
business partner.
The Group has established procedures for handling
the credit risk to limit the risks and loss on receivables.
Historically, losses on receivables are at a very low level.
There is an economic relationship between the hedged
items and the foreign currency forward contracts as
the terms of the hedging instruments match the terms
of the expected highly probable forecast transactions
(i.e., notional amount and expected payment date).
The Group has established a hedge ratio of 1:1 for the
hedging relationships as the foreign currency forwards
are denominated in the same currency as the highly
probable future purchases of goods and services.
See Table 19.3 for derivative nancial instruments based
on line items in the balance sheet. The hedged amount
for foreign currency are below one year. See Table 19.4
for movements in the Group’s hedging reserve.
Liquidity risk
Management implies maintaining sucient cash and
marketable securities and the availability of funding
through an adequate amount of committed credit
facilities to meet obligations when due and to close out
market positions.
Management monitors rolling forecasts of the Group’s
liquidity reserve, comprising the undrawn borrowing
facilities and cash and cash equivalents based on
expected cash ows.
Management monitors each month their forecasted
cash flow for the coming period. Current liquidity
and the expected cash ow in the coming months
are reported to the Board of Directors in the monthly
reporting. The report to the Board of Directors presents
the development of working capital and comments.
Management continuously focuses on their working
capital in order to continuously optimize it.
This is generally carried out at the local level in the
operating companies of the group, in accordance
with practice and limits set by the group. These limits
vary by location to consider the liquidity of the market
in which the entity operates. In addition, the Group’s
liquidity management policy involves projecting cash
ows in major currencies and considering the level
of liquid assets necessary to meet these, monitoring
balance sheet liquidity ratios against internal and
external regulatory requirements and maintaining debt
nancing plans.
Undrawn credit and loan facilities
As at 30 September 2025 the Group has an undrawn
credit facility of tDKK 209,620 (tDKK 290,432).
During the course of the year an additional loan facilities
was negotiated. This increased availability of funds to
execute the acquisitions during the year.
19
Table 19.3: The Group’s derivative nancial instruments (from line items in the balance sheet)
The hedged amount for foreign currency are below one year. See Table 19.4 for the movements in the Group’s
hedging reserve.
tDKK 30 September 2025 30 September 2024
CURRENT DERIVATES
Carrying amount of foreign currency forwards and swaps -
cash ow hedges.
259 2,801
NOMINAL AMOUNT
DKK/USD 83,492 67,031
EUR/USD 16,113 3,507
SEK/USD n.a. 15,957
NOK/USD 72,089 96,183
AVERAGE TRANSACTIONS RATE
USD/DKK 6.76 6.88
EUR/DKK 7.46 7.46
SEK/DKK 0.67 0.65
NOK/DKK 0.64 0.64
GBP/DKK 8.82 8.72
Table 19.4: Movements in the Group’s hedging reserve
Total hedge reserve
Opening balance 1 October 2024 (411)
Change in fair value of hedging instrument recognised in other
comprehensive income (OCI)
299
Closing balance 30 September 2025 (112)
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Maturity analysis
The tables analyze the Group’s nancial liabilities
into relevant maturity groupings based on their
contractual maturities.
Info
The amounts disclosed in the table are the contractual
undiscounted cash ows (including interest payments,
based on the current interest rate). Balances due within
12 months equal their carrying balances as the impact
of discounting is not signicant.
tDKK Less than 1 year Between 1 and 5 year More than 5 years Total
As at 30 September 2025
NONDERIVATES
Borrowings 532,428 7,620,992 0 8,153,420
Lease liabilities 76,752 293,719 0 370,471
Trade payables 742,701 0 0 742,701
Other payables 552,881 31,164 0 584,045
Total 1,904,762 7,945,875 0 9,850,637
DERIVATES
Forward currency contracts (asset) 259 0 0 259
2025
tDKK Less than 1 year Between 1 and 5 year More than 5 years Total
As at 30 September 2024
NONDERIVATES
Borrowings 229,705 2,758,155 0 2,987,860
Lease liabilities 30,728 79,015 0 109,743
Trade payables 428,228 0 0 428,228
Other payables 522,357 100,058 0 622,415
Total 1,211,018 2,937,228 0 4,148,246
DERIVATES
Forward currency contracts (asset) 0 0 0 0
2024
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Measurement and fair value
hierarchy
The fair value of forward currency contracts (level 2) is
determined using valuation techniques which maximize
the use of observable market data. The present value of
future cash ows are based on the forward exchange
rates at the balance sheet date.
For currency hedging of the future purchase of goods
in USD, the Group has entered forward exchange
contracts of total tDKK 249,143. Compared to forward
prices at the Group balance date, the contracts have
a fair value of tDKK 10,316. The unrealized gain is
recognized in the equity.
The total nancial liabilities amounts to tDKK 7,337,574
(level 3). The Group has assessed the credit spread
to reect the market credit risk. The carrying value of
nancial liabilities measured at amortized cost is not
considered to dier signicantly from fair value.
The carrying amount of the Group’s interest-bearing
loans, excluding capitalized borrowing costs is
tDKK 6,352,987.
tDKK 30 September 2025 30 September 2024
DERIVATES
Financial assets and liability (-) at fair value
Forward currency contracts 259
0
Total 259 0
FINANCIAL ASSETS
Financial assets at amortised cost:
Trade receivables 951,706 521,379
Cash and cash equivalents 446,979 329,982
Total 1,398,685 851,361
FINANCIAL LIABILITIES
Liabilities at amortised cost:
Borrowings (current and non-current) 6,200,834 2,050,888
Lease liabilities (current and non-current) 370,471 109,743
Trade payables 742,701 428,228
Total 7,314,006 2,588,859
Info
For all other nancial instruments, not measured at fair
value, the fair value approximates their carrying amount.
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Objectives
The Group´s objectives when managing capital are to:
Safeguard our ability to continue as a going concern,
so that we can provide returns for shareholders and
benets for other stakeholders and maintain an optimal
capital structure to reduce the cost of capital.
Strategy
During 2025/26, the Group’s strategy is to maintain a
net debt* / EBITDA LTM** in the range between 4-6.5,
as in 2024/25.
Loan covenants
Under the terms of the major borrowing facilities,
the Group is required to comply with the following
nancial covenant:
The consolidated net debt* / the EBITDA LTM** must
not exceed 9.0.
The Group has complied with this covenant throughout
the reporting period.
*Net debt denition: Loans minus cash in hand.
**EBITDA LTM: Normalized EBITDA
Note 20
Capital management
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Acquisitions during the year
During 2024/25 Capnor Connery HoldCo A/S acquired
through its wholly owned subsidiaries 100% of the
issued share capital of Kanari Group AS (acquired 25
October 2024) in Norway, Barr Madra Limited (acquired
28 November 2024) in Ireland, Conscia Belgium
BV (former Silta NV acquired 17 December 2024) in
Belgium, Intuitive Systems and Networks Limited
(acquired 12 February 2025) in United Kingdom and
Open Line Group B.V. (acquired 10 September 2025) in
the Netherlands. The companies provide observability,
cybersecurity, consultancy and services. The
acquisitions are important to bring Conscia closer to the
ambition to become the market leader in cybersecurity
and managed services in Europe.
See Table 21.1 for the purchase consideration details,
net assets, and goodwill.
The goodwill is attributable to the workforce and the
high protability of the acquired business. It will not be
deductible for tax purposes.
The fair value of acquired trade receivables is tDKK
241,913 which in all material respects corresponds to
the gross contractual amount on date of acquisition.
Revenue for time of ownership
Kanari Group AS tDKK 175,072 for the
period 25.10.2024-30.09.2025.
Barr Madra Limited tDKK 484,791 for the
period 28.11.2024-30.09.2025.
Conscia Belgium BV (former Silta NV) tDKK 29,625 for
the period 17.12.2024 – 30.09.2025.
Intuitive Systems and Networks Limited tDKK 60,322
for the period 12.02.2025 – 30.09.2025.
Open Line Group B.V. tDKK 35,187 for the period
10.09.2025 – 30.09.2025.
Revenue full year eect
Kanari Group AS tDKK 187,863 for the
period 01.10.2024-30.09.2025.
Barr Madra Limited tDKK 570,999 for the
period 01.10.2024-30.09.2025.
Conscia Belgium BV (former Silta NV) tDKK 38,334 for
the period 01.10.2024 – 30.09.2025.
Intuitive Systems and Networks Limited tDKK 94,885
for the period 01.10.2024 – 30.09.2025.
Open Line Group B.V. tDKK 677,719 for the period
01.10.2024 – 30.09.2025.
Net prot for time of ownership
Kanari Group AS tDKK 7,842 for the
period 25.10.2024-30.09.2025.
Barr Madra Limited tDKK 92,937 for the
period 28.11.2024-30.09.2025.
Conscia Belgium BV (former Silta NV) tDKK -566 for
the period 17.12.2024 – 30.09.2025.
Intuitive Systems and Networks Limited tDKK 5,327
for the period 12.02.2025 – 30.09.2025.
Open Line Group B.V. tDKK 3,756 for the period
10.09.2025 – 30.09.2025.
Net prot full year eect
Kanari Group AS tDKK 9,271 for the
period 01.10.2024-30.09.2025.
Barr Madra Limited tDKK 108,196 for the
period 01.10.2024-30.09.2025.
Conscia Belgium BV (former Silta NV) tDKK -586 for
the period 01.10.2024 – 30.09.2025.
Intuitive Systems and Networks Limited tDKK 8,647
for the period 01.10.2024 – 30.09.2025.
Open Line Group B.V. tDKK 24,248 for the period
01.10.2024 – 30.09.2025.
Acquisition-related costs of tDKK 71,968 are included in
other external expenses in the income statement and is
considered non-recurring items.
The above gures for the individual companies are the
management’s best estimate.
21
Note 21
Business combinations
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Table 21.1: Purchase consideration details
tDKK Kanari Group AS Barr Madra Limited
Conscia Belgium
(Formerly Silta NV)
Intuitive Systems and
Networks Limited Open Line Group B.V.
Cash 11,210 125,241 1,880 13,059 10,502
Trade receivables 16,099 87,516 4,340 15,231 118,728
Inventories 783 29,673 0 0 0
Plant and equipment 0 772 2,170 579 31,932
Right of use assets 4,549 0 0 0 197,087
Income tax recivables 0 0 0 0 11,532
Prepayments 19,265 4,352 453 8,672 28,076
Other receivables 8,920 20 488 34 33,982
Intangible assets: Trademark 0 0 0 0 28,437
Intangible assets: Customer contracts 126,921 751,885 5,509 42,692 1,271,919
Borrowings (86,672) 0 0 0 (231,227)
Lease liabilities (4,065) 0 0 0 (196,069)
Trade payables (13,687) (43,301) (2,153) (10,567) (54,541)
Prepayments 0 0 (2,341) 0 0
Deferred tax liability (26,841) (93,986) (1,377) (10,673) (334,517)
Deferred income (2,628) (118,580) (393) (14,497) 0
Income tax paybles (5,811) (518) 0 (2,226) 0
Other payables (5,616) (87,513) (1,682) (2,647) (131,965)
Net identiable assets acquired 42,427 655,561 6,894 39,657 783,876
Goodwill 197,464 1,059,884 8,773 67,990 1,305,749
Net assets acquired 239,891 1,715,445 15,667 107,647 2,089,625
CASH FLOW FROM ACQUISITION
Consideration paid 239,890 1,715,444 15,666 107,646 2,089,623
Less non-cash items (15,621) (309,519) 0 0 (52,477)
Less cash received (11,210) (125,241) (1,880) (13,059) (10,502)
213,059 1,280,684 13,786 94,587 2,026,644
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Financial
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20
Charges and security
As security for borrowings and Group companies’
bank commitments, security in shares for the Group
companies - Capnor Connery MidCo A/S, Capnor
Connery BidCo A/S, AX IV Con ApS, Conscia A/S,
Conscia Danmark A/S, Conscia Nederland B.V, Conscia
Sverige AB, Conscia Norge AS, NIL Skupina d.o.o, xevIT
GmbH, Lifecon GmbH, ITGL Limited, Kanari Group
AS, Barr Madra Limited, Conscia Belgium and Intuitive
Systems and Networks Limited have been issued.
Additionally, Capnor Connery HoldCo A/S has provided
a share pledge agreement and guarantees for all the
subsidiaries’ bank debt.
Furthermore, Capnor Connery BidCo A/S has provided
three bank guarantees, one to De Lage Landen,Holland
and two to Helse Sør-Øst RHF, Norway.
Pursuant to the provisions of Section 357(1) of the
Companies Act 2014, the company has given irrevocable
guarantees in respect of all of the liabilities of its Irish
incorporated subsidiary companies, Weir Bidco Limited,
PlanNet 21 Holdco Limited, and Conscia Technologies
Limited (formerly PlanNet 21 Communications Limited)
for the nancial year to 30 September 2025 and as
a result, the subsidiaries are exempt from the ling
provisions of Section 357(1) of the Companies Act 2014.
Note 22
Commitments and
contingent liabilities
22
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Note 23
Fee to auditors appointed at the
general meeting
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Audit fee to PwC 3,835 3,676
Other assurance engagements 379 345
Tax advisory services 6,981 2,017
Non-audit services 8,261 11,541
Total 19,456 17,579
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24
This section sets out an analysis of liabilities arising from
nancing activities and the movements in each of the
periods presented.
Note 24
Changes in liabilities arising from nancing activities
tDKK 1 October 2024 Other adjustments Repayment New loan/leasing New loan M&A 30 September 2025
2024/25
Current and non-current borrowings 2,050,888 358,798 (1,985,848) 6,081,124 (304,129) 6,200,833
Current and non-current lease liabilities 109,743 0 (58,529) 319,256 0 370,470
Total liabilities from nancing activities 2,160,631 358,798 (2,044,377) 6,400,380 (304,129) 6,571,303
2025
tDKK 1 October 2023 Other adjustments Repayment New loan/leasing New loan M&A 30 September 2024
2023/24
Current and non-current borrowings 2,033,739 2,412 (72,522) 87,259 0 2,050,888
Current and non-current lease liabilities 114,074 0 (44,184) 39,853 0 109,743
Total liabilities from nancing activities 2,147,813 2,412 (116,706) 127,112 0 2,160,631
2024
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20
NC CONNERY, L.P, acting by its general partner, NC
CONNERY GP LIMITED, holds more than 5% of the
shares in Capnor Connery HoldCo A/S and controls
the Company. The Group’s structure is set out in the
Management’s Review.
Information about Management’s remuneration has
been disclosed in note 4 and 5. The Group’s transactions
with related parties during the year are shown in
the table.
25
Note 25
Related parties
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
TRANSACTIONS WITH OWNER
Capital increase 186,511 0
Consulting and service 8 13
TRANSACTIONS WITH KEY MANAGEMENT
Purchase of shares 1,900 0
Sales of shares 0 3,144
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Financial
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Acquisition of Dubex A/S
On 1 October 2025, Conscia closed an agreement to acquire 100% of the shares in Dubex
A/S. The agreement was approved by Dubex and Conscia shareholders and the payment
of the acquisition was transferred on 1 October 2025, from which date Conscia achieved
control and the acquisition was eective from that date.
About Dubex A/S and strategic synergies
Dubex is a leading cybersecurity specialist with a strong
brand in Denmark and more than 25 years of experience
dedicated to cybersecurity. This is a big strategic step
forward in our ambition to be a pan-European leader in
cybersecurity and managed services.
Dubex has a proven track record and a comprehensive
selection of services across Governance, Risk &
Compliance, Security Operations, Managed Security
Services, Incident Response, Oensive Security, and
cybersecurity training. And with around 80 Dubex
specialists joining us — we are signicantly scaling our
cybersecurity capabilities, both in terms of people and
service breadth.
At the time of approval of the annual report for the
nancial year 2024/25, the purchase price allocation
has been started but not yet completed.
26
Other events
No other events have occurred after the end of
reporting period that inuence the evaluation
of the Consolidated Financial Statements.
Note 26
Events after the balance sheet date
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Note 27
Cash ow statement :
Adjustments
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Financial income (9,139) (9,579)
Financial expenses 470,397 277,073
Tax on prot/loss for the year 65,430 53,520
Other adjustments 2,443 (4,430)
Depreciation and amortisation 249,478 178,770
Total 778,609 495,354
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Note 28
Cash ow statement :
Changes in net working capital
tDKK 30 September 2025 30 September 2024
Change in trade receivables (211,982) 174,397
Change in contract assets 43,635 (17,909)
Change in prepayments (29,877) (241,687)
Change in inventories 37,595 81,306
Change in other receivables (26,916) 20,006
Change in derivatives (3,060) 27,379
Change in other payables (187,107) 37,192
Change in prepayments 75,799 42,815
Change in trade payables 213,791 (120,172)
Change in deferred income 22,727 285,020
Total (65,395) 288,347
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Type Place of incorporation
Ownership
interest
Capnor Connery MidCo A/S Subsidiary Brøndby, Denmark 100%
Capnor Connery BidCo A/S Subsidiary Brøndby, Denmark 100%
AX IV CON ApS Subsidiary Brøndby, Denmark 100%
Conscia A/S Subsidiary Brøndby, Denmark 100%
Conscia Danmark A/S Subsidiary Brøndby, Denmark 100%
Conscia Sverige AB Subsidiary Stockholm, Sweden 100%
Conscia Nederland B.V. Subsidiary Gouda, Netherlands 100%
NIL Podatkovne komunikacije, d.o.o. Subsidiary Ljubljana, Slovenia 100%
Conscia Deutschland GmbH Subsidiary Ettlingen, Germany 100%
Conscia UK HoldCo Limited Subsidiary Portsmouth, United Kingdom 100%
Conscia U.S.Inc. Subsidiary Delaware, US 100%
Kanari OY Subsidiary Helsinki, Finland 100%
Conscia Belgium B.V. (formerly Silta NV) Subsidiary Antwerp, Belgium 100%
Weir BidCo Limited Subsidiary Galway, Ireland 100%
Barr Madra Limited Subsidiary Galway, Ireland 100%
Conscia Technologies Limited Subsidiary Galway, Ireland 100%
PlanNet21 Communications (UK) Ltd Subsidiary Milton Keynes, United Kingdom 100%
PlanNet21 Communications Inc. Subsidiary San Francisco, US 100%
Open Line Holding II B.V. Subsidiary Maastricht, Netherlands 100%
Open Line B.V. Subsidiary Maastricht, Netherlands 100%
Open line GmbH Subsidiary Vienna, Austria 100%
Open Line Vitaly D.O.O. Subsidiary Ljubljana, Slovenia 100%
Open Line Vitaly Ltd. Subsidiary London, UK 100%
Data Toppers B.V. Subsidiary s-Hertogenbosch, Netherlands 100%
Open Line Consultancy B.V. Subsidiary Maastricht, Netherlands 100%
Type Place of incorporation
Ownership
interest
Open Line Managed Services B.V. Subsidiary Maastricht, Netherlands 100%
Open Line Vitaly B.V. Subsidiary Maastricht, Netherlands 100%
Open Line Capelle B.V. Subsidiary Maastricht, Netherlands 100%
Open Line Valencia S.L. Subsidiary Valencia, Spain 100%
Connected Data Group B.V. Subsidiary Rijswijk, Netherlands 100%
Open Line Licensing Corp Subsidiary Ohio, US 100%
29
Note 29
List of group companies
on 30 September 2025
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Income statement
Parent
company
1 October 2024 to 1 October 2023 to
tDKK Note 30 September 2025 30 September 2024
Gross prot 8,280 4,095
Sta expenses 2 (9,399) (13,934)
EBITDA (1,119) (9,839)
Result before net nancials (1,119) (9,839)
Financial income 3 31,751 25,380
Financial expenses 4 (4,211) (1,098)
Result before tax 26,421 14,443
Income tax 5 (6,111) (2,107)
Result for the period 7 20,310 12,336
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Balance sheet
Balance sheet
Parent
company
Assets Equity and liability
30 September 30 September
tDKK Note 2025 2024
Investments in subsidiaries 6 2,288,416 1,723,944
Income tax receivable 4,550 15,852
Total non-current assets 2,292,966 1,739,796
Receivables from group entities 353,076 342,394
Income tax receivable 15,852 12,680
Prepayments 0 157
Other receivables 27,842 1,022
Cash and cash equivalents 8,412 1,645
Total current assets 405,182 357,898
Total assets 2,698,148 2,097,694
30 September 30 September
tDKK Note 2025 2024
Share capital 2,327 2,021
Share premium 2,572,940 2,001,341
Retained earnings 55,104 34,794
Total equity 2,630,371 2,038,156
Income tax payables 7,621 17,125
Total non-current liabilities 7,621 17,125
Income tax payables 14,979 15,294
Payables to group enterprises 41,805 21,000
Other payables 3,372 6,119
Total current liabilities 60,156 42,413
Total liabilities 67,777 59,538
Total equity and liabilities 2,698,148 2,097,694
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Statement of changes in equity
Statement of changes in equity
Parent
company
2025
tDKK Share capital Share premium Retained earnings Total
Equity at 1 October 2024 2,021 2,001,341 34,794 2,038,156
Result for the period 0 0 20,310 20,310
Capital increase 297 570,499 0 570,796
Treasury shares 9 1,100 0 1,109
Equity at 30 September 2025 2,327 2,572,940 55,104 2,630,371
2024
tDKK Share capital Share premium Retained earnings Total
Equity at 1 October 2023 2,007 2,009,356 22,458 2,033,821
Result for the period 0 0 12,336 12,336
Capital increase 14 24,712 0 24,726
Treasury shares 0 (32,727) 0 (32,727)
Equity at 30 September 2024 2,021 2,001,341 34,794 2,038,156
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Parent
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Material accounting policy information
Sta expenses
Financial income
Financial expenses
Tax on prot for the year
Investments in subsidiaries
Distribution of prot
Contingent assets, liabilities and other nancial obligations
Related Parties and Ownership Transactions
1
3
5
7
2
4
6
8
9
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Parent
company
notes
1
3
5
7
2
4
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8
9
The Annual Report of Capnor Connery Holdco A/S - parent company (“the Company”) has
been prepared in accordance with the provisions of the Danish Financial Statements Act
applying to enterprises of reporting class B as well as selected rules applying to reporting
class C. The Parent Company Financial Statements for 2024/25 are presented in Danish
kroner (tDKK). The accounting policies applied remain unchanged from last year.
Recognition and measurement
With reference to section 86(4) of the Danish Financial
Statements Act and to the cash ow statement included
in the Consolidated Financial Statements of Capnor
Connery HoldCo A/S, the Parent Company have not
prepared a cash ow statement.
All expenses incurred to achieve the earnings for the
year are recognized in the income statement, including
amortization, impairment losses and provisions as well
as reversals due to changed accounting estimates of
amounts that have previously been recognized in the
income statement.
Assets are recognized in the balance sheet when it is
probable that future economic benets attributable to
the asset will ow to the Parent Company, and the value
of the asset can be measured reliably.
Liabilities are recognized in the balance sheet when it is
probable that future economic benets will ow out of
the Parent Company, and the value of the liability can
be measured reliably.
Assets and liabilities are initially measured at cost.
Subsequently, assets and liabilities are measured as
described for each item below.
Net sales
Revenue is measured at the consideration received
and is recognised exclusive of VAT and net of discounts
relating to sales.
Other external expenses
Other external expenses comprise costs for
administration, etc.
Gross prot/loss
With reference to section 32 of the Danish Financial
Statements Act, gross prot/loss is calculated
as a summary of revenue, work on own account
recognised in assets, other operating income and
other external expenses.
Sta expenses
Sta expenses comprise wages and salaries as well as
payroll expenses other than production wages.
Financial income and expenses
Financial income and expenses are recognized in the
income statements at the amounts that concern the
nancial year.
Interest expenses include interest on nancial liabilities
measured at amortized cost.
Net nancials include interest income and expenses
as well as exchange rate dierences on current and
noncurrent capital items, allowances and surcharges
under the advance-payment-of-tax scheme, etc.
Tax on prot/loss for the year
Tax for the year consists of current tax for the year and
changes in deferred tax for the year. The tax attributable
to the prot for the year is recognized in the income
statement, whereas the tax attributable to equity
transactions is recognized directly in equity.
The Company is jointly taxed with wholly owned
Danish and foreign subsidiaries. The tax effect
of the joint taxation is allocated to enterprises in
proportion to their taxable incomes.
Investments in subsidiaries
Investments in subsidiaries are measured at cost.
When the cost exceeds the recoverable amount,
write-down is made to this lower value.
Current tax receivables and liabilities
Current tax liabilities and receivables are recognized in
the balance sheet as the expected taxable income for
the year adjusted for tax on taxable incomes for prior
years and tax paid on account. Extra payments and
repayment under the on-account taxation scheme are
recognized in the income statement in nancial income
and expenses.
Receivables
Receivables are measured in the balance sheet at
the lower of amortised cost and net realisable value,
which corresponds to nominal value less provisions for
bad debts.
Other nancial liabilities
Other nancial liabilities, including trade and other
payables, are on initial recognition measured at fair
value. The liabilities are subsequently measured at
amortized cost.
Note 1
Material accounting policy
information
1
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Parent
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3
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9
2
Note 2
Sta expenses
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Wages and salaries 9,008 13,590
Dened contribution plans 383 335
Other social security costs 8 9
Total 9,399 13,934
Average number of employees 2 2
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3
5
7
2
4
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8
9
Note 3
Financial income
3
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest received from group enterprises 31,702 25,300
Other nancial income 49 80
Total 31,751 25,380
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3
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Note 4
Financial expenses
4
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
Interest paid to group enterprises 3,274 604
Other nancial expenes 937 494
Total 4,211 1,098
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Parent
company
notes
1
3
5
7
2
4
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8
9
Note 5
Tax on prot for the year
5
1 October 2024 to 1 October 2023 to
tDKK 30 September 2025 30 September 2024
CURRENT TAX
Current tax on prots for the year 6,072 3,458
Current tax on prots for previous years 39 (1,351)
Deferred tax on prot for the year and previous years 0 0
Total 6,111 2,107
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3
5
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Note 6
Investments in subsidiaries
6
tDKK 30 September 2025 30 September 2024
Cost at the begining of the year 1,723,944 1,723,944
Addition for the year 564,472 0
Carrying amount end of the year 2,288,416 1,723,944
Total carrying amount
Name Place of registered oce
Share
capital
Votes and
ownership
Capnor Connery Midco A/S Brøndby, Denmark 2,327 100%
Specied investments in subsidiaries
Info
The German subsidiary Conscia Deutschland GmbH, Ettlingen, made use of the exemption option in accordance
with §264 par. 3 HGB (German Commercial Code) concerning the obligation to prepare notes and a management
report as well as to audit and to disclosure the annual nancial statements and the management report for scal
year 2024/2025.
The Dutch subsidiary Conscia Nederland B.V., Gouda, made use of the exemption option in accordance with
Article 403 paragraph 1 sub-section f Book 2 of the Dutch Civil Code concerning the obligation to prepare notes
and management report as well as to audit and to disclosure the annual nancial statements and the management
report for scal year 2024/2025.
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company
notes
1
3
5
7
2
4
6
8
9
7
Note 7
Distribution of prot
tDKK 30 September 2025 30 September 2024
Retained earnings 20,310 12,336
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Parent
company
notes
Key gures
Company
information
Management’s
statement
Contents
A few words
from our CEO
Independent
auditor’s report
Capnor Connery HoldCo A/S - Annual Report 2024-2025
76 of 79
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Note 8
Contingent assets, liabilities and
other nancial obligations
The group companies are jointly and severally liable for
tax on the jointly taxed incomes etc. of the Group.
Moreover, the group companies are jointly and severally
liable for Danish withholding taxes by way of dividend
tax, tax on royalty payments, and tax on unearned
income.
Any subsequent adjustments of corporation taxes and
withholding taxes may increase the Company’s liability.
Additionally, Capnor Connery HoldCo A/S has provided
a share pledge agreement and guarantees for all the
subsidiaries’ bank debt.
Pursuant to the provisions of Section 357(1) of the
Companies Act 2014, the company has given irrevocable
guarantees in respect of all of the liabilities of its Irish
incorporated subsidiary companies, Weir Bidco Limited,
PlanNet 21 Holdco Limited, and Conscia Technologies
Limited (formerly PlanNet 21 Communications Limited)
for the nancial year to 30 September 2025 and as
a result, the subsidiaries are exempt from the ling
provisions of Section 357(1) of the Companies Act 2014
Management
review
Financials
Financial
notes
Parent
company
Parent
company
notes
Key gures
Company
information
Management’s
statement
Contents
A few words
from our CEO
Independent
auditor’s report
Capnor Connery HoldCo A/S - Annual Report 2024-2025
77 of 79
Parent
company
notes
1
3
5
7
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9
Capnor Connery Holdco A/S has disclosed all trans-
actions with related parties during the nancial year in
accordance with IFRS requirements.
For the financial year 2024/25, the following
transactions were undertaken:
• Management fee: tDKK 10,678, invoiced to the
subsidiary Capnor Connery Bidco A/S.
• Intercompany interest: As at 30 September 2025,
net tDKK 28,427 has been invoiced to subsidiaries.
• Intercompany balances: As at 30 September 2025,
loans granted by the parent company to subsidiaries
amounted to tDKK 353,076. These balances accrue
interest at rates between 8% and 10%, consistent
with the Group’s external nancing terms.
Furthermore, transactions with key management
personnel have been executed in the form of
remuneration and share-based incentive programs.
Detailed disclosures are provided in Note 5 in the
consolidated nancial statements.
Note 9
Related Parties and
Ownership Transactions
9
