Hoyer Group A/S - Annual Report for 2025


Contents


Management’s statement and Auditor’s report
Management’s statement		1
Independent Auditor’s report		2
Company information
Company information		4
Financial Statements
Income statement 1 January - 31 December		5
Balance sheet 31 December		6
Statement of changes in equity		8
Notes to the Financial Statements		9


Management’s statement

The Executive Board and Board of Directors have today considered and adopted the Annual Report of Hoyer Group A/S for the financial year 1 January - 31 December 2025.

The Annual Report is prepared in accordance with the Danish Financial Statements Act.

In our opinion the Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and of the results of the Company operations for 2025.

We recommend that the Annual Report be adopted at the Annual General Meeting.

Hadsten

, 7 April 2026

Executive Board

Henrik Sørensen

Henrik Petersen

CEO

CFO

Board of Directors

Søren Østergaard Sørensen

Henrik Sørensen

Ketil Vesterlund

Chairman


Independent Auditor’s report

To the shareholder of Hoyer Group A/S

Opinion

In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company’s operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act.

We have audited the Financial Statements of Hoyer Group A/S for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management’s responsibilities for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.


Independent Auditor’s report

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.

Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the consolidated financial information of the entities or business units as a basis for forming an opinion on the Financial Statements. We are responsible for the direction, supervision and review of the audit work performed. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Aarhus C , 7 April 2026

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

CVR No 33 77 12 31

Henrik Kragh		Thomas Bernth Jensen
State Authorised Public Accountant		State Authorised Public Accountant
mne26783		mne47814


Company information

The Company

Hoyer Group A/S

Over Hadstenvej 42

DK- 8370 Hadsten

CVR No: 37 62 98 47

Financial period: 1 January - 31 December

Municipality of reg. office: Favrskov

Board of Directors

Søren Østergaard Sørensen, chairman

Henrik Sørensen

Ketil Vesterlund

Executive Board

Henrik Sørensen

Henrik Petersen

Auditors

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

Jens Chr. Skous Vej 1

DK- 8000 Aarhus C


Income statement 1 January - 31 December

5

(TDKK)

Note

2025

2024

Gross profit/loss

- 10,111

5,205

Staff expenses

2

0

- 4,735

Profit/loss before financial income and expenses - 10,111 470

Income from investments in subsidiaries

61,765

66,511

Financial income

0

569

Financial expenses

3

- 13,770

- 4,802

Profit/loss before tax 37,884 62,748

Tax on profit/loss for the year

4

3,063

1,006

Net profit/loss for the year 40,947 63,754

Distribution of profit

(TDKK)

2025

2024

Proposed distribution of profit

Extraordinary dividend paid

43,000

366,100

Reserve for net revaluation under the equity method

0

66,511

Retained earnings

- 2,053

- 368,857

40,947 63,754


Balance sheet 31 December

6

Assets

(TDKK)

Note

2025

2024

Investments in subsidiaries

5

721,137

300,476

Fixed asset investments 721,137 300,476

Fixed assets 721,137 300,476

Receivables from group enterprises

0

23

Other receivables

2,964

31

Corporation tax receivable from group enterprises

3,063

5,640

Receivables 6,027 5,694

Current assets 6,027 5,694

Assets 727,164 306,170


Balance sheet 31 December

7

Liabilities and equity

(TDKK)

Note

2025

2024

Share capital

23,259

Retained earnings

83,521

93,665

Equity 106,780 116,924

Other payables

50,589

0

Long-term debt		6		50,589		0

Credit institutions

198,703

120,716

Trade payables

6,099

75

Payables to group enterprises

359,582

63,817

Corporation tax

0

4,634

Other payables

6

5,411

4

Short-term debt 569,795 189,246

Debt 620,384 189,246

Liabilities and equity 727,164 306,170

Key activities

1

Contingent assets, liabilities and other financial obligations

7

Related parties

8

Accounting Policies

9


Statement of changes in equity

8

(TDKK)

Share capital

Retained earnings

Total

Equity at 1 January	23,259	93,665	116,924
Extraordinary dividend paid	0	- 43,000	- 43,000
Exchange adjustments relating to foreign entities	0	- 7,275	- 7,275
Other equity movements	0	- 816	- 816
Net profit/loss for the year	0	40,947	40,947
Equity at 31 December	23,259	83,521	106,780


Notes to the Financial Statements

9

1.

Key activities

The Company's activities consist of holding shares in Hoyer VMS Group subsidiaries.

2.

Staff expenses

(TDKK)

2025

2024

Wages and salaries

0

4,339

Pensions

0

389

Other social security expenses

0

7

0 4,735

Average number of employees 0 2

3.

Financial expenses

(TDKK)

2025

2024

Interest to group enterprises

8,176

2,623

Other financial expenses

5,594

2,179

13,770 4,802

4.

Income tax expense

(TDKK)

2025

2024

Current tax for the year

- 3,063

- 1,006

- 3,063 - 1,006


Notes to the Financial Statements

10

5.

Investments in subsidiaries

(TDKK)

2025

2024

Cost at 1 January

378,196

Additions for the year

407,055

0

Cost at 31 December 785,251 378,196

Value adjustments at 1 January

- 77,720

80,731

Exchange adjustment

- 7,275

2,189

Net profit/loss for the year

74,531

74,171

Dividend to the Parent Company

- 40,068

- 227,100

Other equity movements, net

- 816

- 51

Other adjustments

- 12,766

- 7,660

Value adjustments at 31 December - 64,114 - 77,720

Carrying amount at 31 December 721,137 300,476

Positive differences arising on initial measurement of subsidiaries at net asset value 306,049 0

Remaining positive difference included in the above carrying amount at 394,580 101,297

Investments in subsidiaries are specified as follows:

Name

Place of registered office

Ownership

Svend Hoyer A/S

Denmark

100 %

LAAMA Ejendomme A/S

Denmark

100 %

Svend Hoyer AS

Norway

100 %

Svend Höyer AB

Sweden

100 %

Svend Hoyer GmbH

Germany

100 %

Hoyer B.V.

Holland

100 %

Hoyer Motors Sp. Z.o.o.

Poland

100 %

Hoyer Inc.

United States of America

100 %

Nowitek ApS

Denmark

100 %

VMS Group A/S

Denmark

100 %


Notes to the Financial Statements

11

6.

Long-term debt

Payments due within 1 year are recognised in short-term debt. Other debt is recognised in long-term debt.

The debt falls due for payment as specified below:

(TDKK)

2025

2024

Other payables

After 5 years

50,589

0

Long-term part 50,589 0

Other short-term payables

5,411

4

56,000 4

7.

Contingent assets, liabilities and other financial obligations

Other contingent liabilities

Hoyer Group A/S has provided guarantee for Sydbank’s credit facilities with Svend Hoyer A/S, Svend Hoyer GmbH, LAAMA Ejendomme A/S and Nowitek ApS. The credit facilities is maximised to DKK 275 million of which DKK 230.5 million is drawn at 31 December 2025.

Sydbank has pledged security in the shares of Svend Hoyer A/S for loans and credit facilities with Svend Hoyer A/S, Svend Hoyer GmbH, LAAMA Ejendomme A/S and Nowitek ApS. The credit facilities are maximised to DKK 275 million of which DKK 230.5 million is drawn at 31 December 2025.

Furthermore Sydbank has pledged security in the shares of VMS Group A/S for leasing and credit facilities with VMS Group A/S. The facilities are maximised to DKK 45 million of which DKK 33.5 million is drawn at 31 December 2025.

The Danish group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of TopCap HOY ApS, which is the management company of the joint taxation purposes. Moreover, the Danish group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability.


Notes to the Financial Statements

8.

Related parties and disclosure of consolidated financial statements

Consolidated Financial Statements

The Company is included in the Group Annual Report of the Parent Company of the largest and smallest group:

Name

Place of registered office

TopCap HOY ApS, CVR-no. 45 28 52 86

Copenhagen, Denmark

Hoyer VMS Group A/S, CVR-no. 44 92 08 24

Hadsten, Denmark


Notes to the Financial Statements

9.

Accounting policies

The Annual Report of Hoyer Group A/S for 2025 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 accounting policies applied remain unchanged from last year.

The Financial Statements for 2025 are presented in TDKK.

Consolidated financial statements

With reference to section 112 of the Danish Financial Statements Act and to the consolidated financial statements for 2025 of Hoyer VMS Group A/S, the Company has not prepared consolidated financial statements.

Recognition and measurement

Revenues are recognised in the income statement as earned. Furthermore, value adjustments of financial assets and liabilities measured at fair value or amortised cost are recognised. Moreover, all expenses incurred to achieve the earnings for the year are recognised in the income statement, including depreciation, amortisation, impairment losses and provisions as well as reversals due to changed accounting estimates of amounts that have previously been recognised in the income statement.

Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably.

Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably.

Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below.

Business combinations

Business acquisitions carried through on or after 1 July 2018

Acquisitions of subsidiaries are accounted for using the purchase method under which the identifiable assets and liabilities of the entity acquired are measured at fair value at the time of acquisition.

The time of acquisition is the time when the Group obtains control of the entity acquired.

The cost of the entity acquired is the fair value of the consideration agreed, including consideration contingent on future events. Transaction costs directly attributable to the acquisition of subsidiaries are recognised in the income statement as incurred.

Positive differences between the cost of the entity acquired and identifiable assets and liabilities are recognised as goodwill in intangible assets in the balance sheet and are amortised in the income statement on a straight-line basis over their estimated useful lives. Where the differences are negative, they are recognised immediately in the income statement.

Where the purchase price allocation is not final, positive and negative differences from acquired subsidiaries due to changes to the recognition and measurement of identifiable net assets may be adjusted for up to 12 months after the time of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made.


Notes to the Financial Statements

9.

Accounting policies (continued)

Where cost includes contingent consideration, this is measured at fair value at the time of acquisition. Contingent consideration is subsequently measured at fair value. Any value adjustments are recognised in the income statement.

In respect of step acquisitions, any previously held investments in the entity acquired are remeasured at fair value at the time of acquisition. The difference between the carrying amount of the investment previously held and the fair value is recognised in the income statement.

Business acquisitions carried through before 1 July 2018

Subject to some exemptions, acquisitions carried through before 1 July 2018 are accounted for under the same accounting policies as those applying to business combinations carried through on or after 1 July 2018. The most material exemptions are:

Identifiable assets and liabilities of the entity acquired are recognised only if they are probable.

Identifiable contingent liabilities of the entity acquired are not recognised in the consolidated balance sheet.

Where the purchase price allocation is not final, positive and negative differences due to changes to the recognition and measurement of the acquired net assets may be adjusted until the end of the financial year following the year of acquisition. These adjustments are also reflected in the value of goodwill or negative goodwill, including in amortisation already made.

Transaction costs directly attributable to the acquisition of subsidiaries are included as part of cost.

After the initial recognition, adjustment of contingent consideration is recognised directly with its counter entry in initial purchase price, thus correcting the value of goodwill or negative goodwill.

In respect of step acquisitions, the carrying amount of the existing investments is recognised in cost.

Translation policies

Danish kroner is used as the presentation currency. All other currencies are regarded as foreign currencies.

Transactions in foreign currencies are translated at the exchange rates at the dates of transaction. Exchange differences arising due to differences between the transaction date rates and the rates at the dates of payment are recognised in financial income and expenses in the income statement. Where foreign exchange transactions are considered hedging of future cash flows, the value adjustments are recognised directly in equity.

Receivables, payables and other monetary items in foreign currencies that have not been settled at the balance sheet date are translated at the exchange rates at the balance sheet date. Any differences between the exchange rates at the balance sheet date and the transaction date rates are recognised in financial income and expenses in the income statement; however, see the section on hedge accounting.

Income statements of foreign subsidiaries and associates that are separate legal entities are translated at transaction date rates or approximated average exchange rates. Balance sheet items are translated at the exchange rates at the balance sheet date. Exchange adjustments arising on the translation of the opening equity and exchange adjustments arising from the translation of the income statements at the exchange rates at the balance sheet date are recognised directly in equity.


Notes to the Financial Statements

9.

Accounting policies (continued)

Income statement

Other external expenses

Other external expenses comprise expenses for premises, sales as well as office expenses, etc.

Gross profit/loss

With reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of other operating income and other external expenses.

Staff expenses

Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees.

Other operating income and expenses

Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company.

Income from investments in subsidiaries

The item “Income from investments in subsidiaries” in the income statement includes the proportionate share of the profit for the year.

Financial income and expenses

Financial income and expenses comprise interest, financial expenses in respect of finance leases, realised and unrealised exchange adjustments, price adjustment of securities, amortisation of mortgage loans as well as extra payments and repayment under the on-account taxation scheme.

Tax on profit/loss for the year

Tax for the year consists of current tax for the year and deferred tax for the year. The tax attributable to the profit for year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.

The Company is jointly taxed with TopCap HOY ApS. The tax effect of the joint taxation with the subsidiaries is allocated to enterprises showing profits or losses in proportion to their taxable incomes (full allocation with credit for tax losses).

Balance sheet

Investments in subsidiaries

Investments in subsidiaries are recognised and measured under the equity method.

The item “Investments in subsidiaries” in the balance sheet include the proportionate ownership share of the net asset value of the enterprises calculated on the basis of the fair values of identifiable net assets at the time of acquisition with deduction or addition of unrealised intercompany profits or losses and with addition of the remaining value of any increases in value and goodwill calculated at the time of acquisition of the enterprises.


Notes to the Financial Statements

9.

Accounting policies (continued)

The total net revaluation of investments in subsidiaries is transferred upon distribution of profit to “Reserve for net revaluation under the equity method“ under equity. The reserve is reduced by dividend distributed to the Parent Company and adjusted for other equity movements in the subsidiaries.

Subsidiaries with a negative net asset value are recognised at DKK 0. Any legal or constructive obligation of the Parent Company to cover the negative balance of the enterprise is recognised in provisions.

The company's investment in the subsidiaries is considered to be of strategic importance to the group. Taking the Group's expected plans for increasing activities and earnings into account, the useful life of goodwill recognised on initial measurement of business acquisitions is considered to be 10-30 years.

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.

Current tax receivables and liabilities

Current tax receivables and liabilities are recognised in the balance sheet at the amount calculated on the basis of the expected taxable income for the year adjusted for tax on taxable incomes for prior years. Tax receivables and liabilities are offset if there is a legally enforceable right of set-off and an intention to settle on a net basis or simultaneously.

Financial liabilities

Loans, such as loans from credit institutions, are recognised initially at the proceeds received net of transaction expenses incurred. Subsequently, the loans are measured at amortised cost; the difference between the proceeds and the nominal value is recognised as an interest expense in the income statement over the loan period.

Other debts are measured at amortised cost, substantially corresponding to nominal value.