Annual report 2025

TCM Group A/S, Skautrupvej 16, 7500 Holstebro, Denmark, CVR no. 37291269

Our purpose

We create better kitchen environments for the heart of your home

Our overall purpose is to create a better home life for everyone. Regardless of family constellations, housing type and financial situation.

We want to be a contributor to our customers' everyday happiness, and we do so by working together across teams and organisations, always with the customers in focus.

Tvis Køkken

Harmoni Eg

TCM Group

2

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

The new lacquering facility strengthens our ability to respond to evolving customer preferences for personalised, high-quality cabinet finishes while improving production efficiency and reducing lead times. This investment underscores our commitment to operational excellence and our ability to adapt to changing market dynamics.

Progress in digital transformation Our multi-year ERP implementation project advanced significantly in 2025, remaining on track for Wave 1 go-live in the second quarter of 2026. This transformational initiative will modernise our ERP infrastructure and deliver an integrated platform that enhances operational efficiency, partner collaboration and customer service.

HIGHlights of the year

Revenue, DKK

1,279 m

(1,204)

Adjusted EBIT Margin

7.7 %

(7.5)

Market distribution

Denmark

80% (80)

Norway

19% (19)

Other countries

1% (1)

During 2025, we allocated substantial resources to system configuration, data migration and rigorous testing to ensure a smooth system transition. Extensive training and change management activities have prepared the organisation for implementation. Once operational, the new ERP system will provide real-time visibility across operations and establish a robust foundation for future digital initiatives.

AUBO integration delivering results The integration of AUBO Production A/S, acquired in 2023, continued to progress well during 2025. We achieved additional synergies in sourcing, production and go-to-market activities, further strengthening our position as a leading Nordic kitchen solutions provider. The AUBO brand continues to effectively complement our portfolio, serving distinct customer segments and contributing to overall growth.

Sustainability progress continues Sustainability is central to our long-term strategy and value creation. Since 2021, we have reduced Scope 1 and 2 CO 2 emissions by over 51%, ahead of our 2030 target, while continuing to tackle Scope 3 emissions through close collaboration with suppliers.

We have started to see the positive impact of our intensive focus on fostering a safety culture, with no work-related accidents resulting in absence from work in 2025.

Looking ahead to 2026 As we look to 2026, we remain cautiously optimistic, though still respectful of the difficult geopolitical environment in which our main markets find themselves. In spite of the geopolitical tensions, we see room for a gradual strengthening of consumer confidence and, consequently, continued moderate recovery in the B2C segment. The B2B project market, while still below historical levels, is likely to benefit to a limited degree from lower interest rates working their way through to increased housing construction activity.

During 2026, we will continue to prioritise the full integration of Celebert ApS into our operations, optimise the value of our newly commissioned lacquering facility, and commence the roll-out of our new ERP platform. These strategic initiatives, combined with our strong market positions and well-established brands, provide a solid foundation for sustained profitable growth.

For 2026, TCM expects full-year revenue in the range DKK 1,400-1,500 million and adjusted EBITA of DKK 120-140 million.

Gratitude and commitment We would like to express our sincere appreciation of our employees and partners for their dedication and professionalism throughout 2025. Their expertise, commitment and resilience have been instrumental in executing our strategy and delivering exceptional service to our customers.

Together, we create inspiring kitchen environments at the heart of our customers’ homes. Our ambition remains to be the preferred choice for kitchen solutions in our markets, delivering superior value to all stakeholders while upholding our commitments to quality, innovation and sustainability.

Thank you for your continued confidence in TCM Group.

Torben Paulin

CEO

Anders Skole-Sørensen

Chair

TCM Group

6

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Svane køkkeneT

From kitchen to Svane

Profile

Svane Køkkenet focuses on innovative kitchen architecture. The brand offers well-designed, carefully considered solutions for kitchens, bathrooms and wardrobes, delivered in high quality and manufactured in Denmark.

Target Audience Svane Køkkenet appeals to customers who expect more — not only from the final product, but from the entire process.

The Svane journey is a well-crafted and proven customer experience built around an in-home design consultation with sparring and a high level of professional expertise. An experience that rises above the ordinary from beginning to end.

DNA

Svane Køkkenet develops innovative, functional solutions and thoughtful design — in terms of both architecture and spatial planning — always with a strong focus on quality in both product and process.

Market position Svane Køkkenet is positioned in the upper mid-segment of the Danish kitchen market, focusing on innovative kitchen architecture and designs that challenge the standard.

Svane Køkkenet

ARC1, Notes Bronze

TCM Group

9

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

TVIS KØKKEN

Respect for your home

Profile

Tvis Køkken views the kitchen as a long-term choice. It should align with the soul, style and history of the home, becoming an integral part of it for many years. The kitchen should preserve the character of the house while at the same time offering modern functionality.

Target Audience Tvis Køkken caters to customers seeking a long-term choice, fine craftsmanship, high quality and classic design — always with respect for your home.

DNA

Tvis Køkken aims to create a harmony between kitchen design and the home's architectural style and materials. Based on classic design, the focus is on adapting the kitchen to the home, not the other way around.

Market position Tvis is positioned in the upper part of the mid-market segment. The brand’s position has been strengthened through the development of new products in classic designs that complement the home’s style and history.

Tvis Køkken

MG50

TCM Group

10

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

AUBO

Kitchens for connoisseurs

Profile

AUBO is an inspiring, relatable brand. We offer more quality for every krone by combining care and attention to detail with customer-tailored solutions.

Target audience AUBO caters to quality-focused customers who want a careful buying process and a personalised design at competitive prices.

DNA

Choosing AUBO means choosing more quality for your investment. More time for you. More care in every detail. A personal design at an attainable price.

Market position AUBO operates in the mid-market segment in both Denmark and Norway.

Aubo

Perfect Sense, Truffle Brown

TCM Group

11

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

NETTOLINE

Profile

Nettoline manufactures kitchens, bathrooms and wardrobe solutions designed for everyday use — practical, functional and affordable. Delivered both as flat-pack and fully assembled.

Target Audience

Nettoline positions itself as the price-conscious alternative. We target the average consumer who wants functional solutions in solid quality — a kitchen that fits their needs and everyday life.

DNA

Nettoline is built on a strong tradition of solid quality at a reasonable price. Our goal is to make it possible for everyone to realise their kitchen dreams, regardless of budget. That’s why Nettoline offers solutions that are easy to choose, standardised to meet most needs — and quick to deliver.

Market position

Nettoline stand for solid quality at a reaonable price — a robust and functional choice for the price-conscious customer.

Nettoline

Trend, Sand

TCM Group

12

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

CELEBERT

Target audience Billigskabe :

The DIY customer who installs themselves and doesn’t need showroom visits.

The price-driven buyer focused on the best deal and volume discounts.

The digital customer who wants to research, compare and purchase with just a few clicks.

Kitchn

The price-conscious customer who wants high value for money without paying for “brand and prestige”.

The knowledgeable customer who shops across kitchen retailers, DIY stores and online, choosing wherever “the package is best”.

The digital customer who wants to research, compare and purchase with just a few clicks.

Just Wood

The value-oriented buyer looking to get Nordic design and quality at a fair price.

The digitally oriented customer across all brands who expects a strong customer experience at a competitive price and fast delivery.

DNA

Celebert’s DNA is characterised by unified commerce – an integrated blend of online and physical channels.

Customer centricity – focus on advice, transparency and trust.

Efficiency and fast delivery – optimised processes from order to shipment.

A scalable business model – shared systems across brands.

Design and functionality – aesthetic solutions paired with usability.

Celebert

Just Wood

TCM Group

13

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Strategy

Group

Brands

Celebert / Private label

online / SHop-in-shopS

Strategy

SVANE KØKKENET The Svane Køkkenet branded store network is fully established in Denmark; however, there remains scope to grow market share within both the B2C and B2B segments. In recent years, we have prioritised the B2B segment to further increase market share as a driver of revenue and earnings. The B2B segment operates on a different cycle than B2C, typically with a longer pipeline. Amid expectations of a B2B downturn due to macroeconomic conditions, in the second half of 2023 we decided, together with our franchise partners, to increase our focus on B2C, supported by investment in showroom upgrades and training of our sales force. This shift proved effective, resulting in double-digit B2C growth in 2024. However, the development in 2025 did not fully meet our expectations, and intensified efforts will be required in 2026. In Norway, our mid- to long-term target is to open an additional 8-12 stores, creating a network of 15-20 stores. Store openings have been on hold since 2023 due to the economic slowdown. By the end of 2025, one partly owned store was divested to a new local owner. We are resuming growth plans for Svane Køkkenet in Norway in preparation for the expected recovery of the kitchen market.

TVIS KØKKEN

Tvis Køkken has opened and relocated several stores in recent years, though a small number of gaps remain in the geographic coverage in Denmark. We will continue to build market share and brand awareness in line with the development of the store network. The rebranding and store investments have delivered strong results in 2024 and 2025, with double-digit growth in B2C sales.

AUBO

AUBO is sold through single- brand stores in Denmark and dedicated shops-in-shops in Norway operated by the leading building materials distributor, Optimera. In Norway, the focus is on increasing like-for-like sales across both B2B and B2C, as only a few coverage gaps remain. In September 2025, TCM Group completed the acquisition of the AUBO retail store in Esbjerg, and we are planning for revitalisation and future divestment via new local ownership.

NETTOLINE

Nettoline is sold through single-brand stores in Denmark and multi-brand stores in Norway. In both markets, there is room for additional stores to support brand awareness and revenue growth. In September 2025, we completed the acquisition of the Nettoline retail store in Kolding, and we are planning for revitalisation and future divestment via new local ownership. Cooperation with private-label clients will continue at the same level as in recent years.

E-COMMERCE

Newly acquired Celebert’s online activities through Kitchn.dk, Billigskabe.dk and Just Wood are expected to continue, increasing our share of the kitchen market in Denmark. We see significant potential for further growth in this particular segment in the coming years.

Products

Kitchens, bathroom fixtures, utility room fixtures and sliding door cabinets

Kitchens, bathroom fixtures, utility room fixtures and sliding door cabinets

Kitchens, bathroom fixtures, utility room fixtures and sliding door cabinets

Kitchens, bathroom fixtures, utility room fixtures and sliding door cabinets

Kitchens, bathroom fixtures, utility room fixtures and sliding door cabinets

Supply chain digitalising

Act responsibly

Efficiencies of scale

Growth in all brands

TCM Group

18

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Business Risks

Risk area

Description

Management

Market risks

The Group is exposed to general macroeconomic trends and fluctuations. Specifically, developments in the Danish and Norwegian housing markets are an important factor for the Group’s revenue and financial position.

The vast majority of the Group’s products are made to order, which, combined with a high degree of flexibility in the workforce, means that the Group can respond quickly to changes in market demand.

Reputational risks

The Group regards the Svane Køkkenet, Tvis Køkken, Nettoline, AUBO, Celebert, Kitchn, Just Wood and Billigskabe brands as some of its most valuable assets. The reputation of these brands plays a crucial role in their attractiveness and appeal to customers. Consequently, maintaining and enhancing the Group’s brand reputation is essential for sustaining and growing revenue and profitability.

The Group monitors customer satisfaction at brand and store level, and takes appropriate action when the targeted levels are not met. This, combined with high standards for quality and delivery performance, is Management’s proactive means to protect the brand reputation. Brands, trademarks and relevant design rights are registered in the main markets in which the Group’s products are sold.

Customer risks

The Group is exposed to the risk of losing customers, for example due to financial difficulties or preference for other brands.

The Group’s customer risks relate primarily to developments in sales at our 110 branded stores. The debtor risk related to the stores represents the main financial risk and is closely monitored to mitigate the risk of losses, primarily by requiring appropriate collateral for current trading balances.

Raw material purchasing risks

Access to sustainable sources of raw materials is essential. The Group relies on raw materials such as wood, steel, aluminium and plastics. Fluctuations in the cost of components (e.g. drawer systems, handles, hinges and basins) and goods for resale (e.g. appliances) are primarily driven by changes in raw material prices and the competitive landscape. Disruptions in the supply of raw materials and components can lead to delays in the production and delivery of finished goods, potentially resulting in increased costs, lost revenue and dissatisfied customers.

The Group aims to maintain multiple suppliers for each raw material and component category to improve commercial terms and ensure reliable supplies. Measures such as efficiency improvements, revised product specifications and sales price adjustments help mitigate the impact of rising raw material and component costs.

Production risks

The Group is exposed to the risk of not being able to fulfil customer orders, for example due to fire, machine failure or lack of personnel.

Fire prevention is a Management priority and is conducted in collaboration with our insurance company. Our maintenance department, in partnership with external experts, performs essential machine maintenance and repairs. In recent years, we have carried out extensive maintenance and upgrades on critical production lines, extending their useful life by several years.

Additionally, we maintain a constructive relationship with our production employees, supported by multi-year collective wage negotiation agreements.

CYBER Risks

The Group relies on IT systems in its day-to-day operations. Disruptions or faults in critical production systems have a direct negative impact. Errors in the handling of financial systems can affect the company’s financial reporting.

The Group has its own ERP system, which is regularly maintained and updated. IT security is a top priority, and the Group continues to invest in enhanced security measures, supported by collaboration with external experts, to ensure a level of security appropriate for the Group. In addition, mandatory and ongoing training programmes are implemented to strengthen employee awareness and compliance with information security requirements.

Risks related to pollution and occupational health

The Group’s manufacturing activities at its four production sites expose employees to workplace hazards, and waste generated during production processes has the potential to harm the environment.

Optimising occupational health conditions and preventing both internal and external contamination are key focus areas at TCM Group’s production sites. The Group has implemented a registration system for occupational accidents and near-miss incidents, emphasising the prevention of future occurrences. An occupational health organisation, comprising Management and employee representatives, has been established and operates effectively.

The Group is insured against significant damage to property, plant and equipment, and maintains close dialogue with authorities and insurance providers to further enhance risk mitigation efforts related to fire, pollution and other hazards.

TCM Group

22

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Financial Risks

Risk area

Description

Management

Liquidity risks

Liquidity risks pertain to the Group's ability to provide the necessary liquidity to secure a capital structure that supports long-term profitable growth.

The Board of Directors continuously assesses whether the Group’s capital structure is in line with the interests of the Group and its stakeholders. The Group’s financial risks are managed centrally, as is the Group’s liquidity management, including cash requirement and placement of excess liquidity.

It is Management’s assessment that the current capital structure provides the necessary flexibility to accelerate and support the Group’s future strategy.

Credit risks

Credit risks refer to potential losses arising from the Group’s customers or counterparties in financial contracts failing to meet their payment obligations.

The Group’s customer base primarily consists of professional clients. Credit management and payment terms are carefully monitored for each customer segment. The Group extends credit to franchisees and dealers, its primary customers, who generally operate on short payment terms, thereby minimising overall exposure. Regular credit assessments are conducted for customers with recurring purchases. Additionally, the Group utilises bank guarantees, credit insurance and other forms of collateral tailored to different markets and customer categories.

Currency risks

Transaction exposure occurs when sales and costs are in different currencies. Exchange rate fluctuations may have an impact on the Group’s earnings and valuation of assets.

The Group operates with a relatively low risk profile with regard to currency fluctuations. The Group does not purchase significant amounts of raw materials outside the eurozone. Invoicing of sales is charged in DKK and NOK. In terms of invoicing sales in NOK, the Group applies a hedging strategy to limit the impact of currency fluctuations for up to six months ahead.

Interest rate risks

The Group is exposed to the risk of increases in the interest rate, which may have an impact on the Group's earnings.

The Group manages interest rate risks by applying a mix of bank loans and mortgage loans. It is Group policy to fully or partially hedge interest rate risks on loans if the risk is material. An interest rate increase of 1% will have a negative impact on the Group’s profit of around DKK 2.8 million.

TCM Group

23

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Adjustment of contingent payment obligation

The contingent payment obligation relating to the acquisition of AUBO Production A/S was adjusted in 2025, resulting in an income of DKK 4.5 million (DKK 9.5 million). The outstanding contingent payment obligation is based on certain sales performance targets for the years 2026 and 2027.

Earnings Performance

Adjusted EBITDA rose to DKK 135.8 million, up from DKK 125.9 million in 2024, corresponding to a margin of 10.6% in 2025. This improvement was driven by enhanced gross margins and strong cost control.

Adjusted EBITA rose to DKK 110.2 million, up from DKK 98.8 million in 2024, corresponding to a margin of 8.6% in 2025.

Adjusted EBIT rose to DKK 98.3 million, up from DKK 90.3 million in 2024, highlighting the Group’s successful operational execution.

Earnings Performance in relation to recent financial outlook

Reported revenue of DKK 1,279 million was at the high end of the most recent financial outlook of DKK 1,260- 1,280 million.

Adjusted EBIT of DKK 98.3 million was at the high end of the most recent financial outlook of DKK 93-100 million.

Non-recurring items

Non-recurring items amounted to DKK 18.0 million and relate to the acquisition of the remaining 55% of the shares in Celebert ApS on 25 November 2025. A net income of DKK 20.3 million was recognised as a revaluation of TCM Group’s original 45% stake in Celebert ApS, representing the difference between the book value of the investment as of 25 November and the fair value, based on the purchase price for the remaining 55%.

On the negative side, transaction costs of DKK 2.3 million relating to the acquisition were included in non- recurring items.

EBIT (non adjusted) thus ended at DKK 116.3 million, compared to DKK 90.3 million in 2024.

Net financial items

Net financial items amounted to DKK -21.0 million, compared to DKK -26.6 million in 2024, with the main driver of the improvement being lower interest rates and foreign exchange gains of DKK 0.2 million in 2025 compared to foreign exchange losses of DKK 2.4 million in 2024.

Tax and net profit

Tax for the year amounted to DKK 16.1 million (2024: DKK 11.8 million), with an effective tax rate of 17.2%. Net profit increased to DKK 77.8 million (2024: DKK 57.7 million).

Cash Flow and Working Capital

Free cash flow (excluding acquisitions) reached DKK 43.9 million, a decrease of 25.4% compared with 2024. Operating profitability strengthened cash flow, although this was offset by a negative working capital impact of DKK 24.6 million.

Net working capital amounted to DKK 7.0 million compared to DKK -14.3 million in 2024.

Inventory levels increased by 14% to DKK 102 million, of which DKK 5 million related to the acquisitions of four existing retail stores and the full consolidation of Celebert ApS.

Trade and other receivables increased significantly to DKK 127.3 million (2024: DKK 87.9 million), primarily

AUBO

Sembra Intense Brown

non-recurring items

Non-recurring items, DKKm

2025

2024

Transaction costs related to business combinations

2.3

0.0

Fair value adjustment of TCM Group’s 45% stake in Celebert ApS

(20.3)

0.0

Total

(18.0)

0.0

TCM Group

28

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Net working capital (dkkm)

The Board of Directors recommends an ordinary dividend of DKK 4.50 per share.

NWC ratio (%)

0.5

Leverage ratio

3.04

due to a temporary increase in payment terms for some big accounts at the turn of the year. The payment terms have been normalised at the beginning of 2026. In addition, the acquisition of four existing retail stores and Celebert ApS also pushed up receivables.

Operating liabilities increased to DKK 225.6 million (2024: DKK 198.2 million), primarily due to higher trade payables and other payables following the acquisition of four existing retail stores and Celebert ApS, and improved accounts payable management.

Investments

Investments in property, plant and equipment amounted to DKK 16.5 million (2024: DKK 21.0 million) and mainly related to the investment in the new lacquering facility as well as various other minor modernisations within the factories.

Investments in intangible assets amounted to DKK 34.3 million (2024: DKK 28.3 million) and related to the new Group-wide ERP platform, with the first wave expected to be rolled out in the first half of 2026.

Acquisition of entities

During the year, the Group acquired four existing retail stores for a total investment of DKK 2.7 million, with the sole intention of divesting all four as soon as suitable partners have been identified.

On 25 November 2025, the Group acquired the remaining 55% of the shares in Celebert ApS. The net purchase price amounted to DKK 80 million.

Net interest-bearing debt

Net interest-bearing debt totalled DKK 416.8 million at the end of 2025 (2024: DKK 316.2 million), with the increase attributable to the investment in Celebert ApS and a high investment level. The leverage ratio increased to 3.04 (2024: 2.50) due to the investment in Celebert ApS very late in the year and remains well within the covenants agreed upon in the financing agreements.

Equity – solvency ratio

Equity at the end of 2025 amounted to DKK 628.7 million (2024: DKK 589.5 million). The increase in equity of DKK 39.3 million during 2025 reflects the net result for the year offset by a dividend distribution of DKK 31.0 million and purchase of treasury shares of DKK 8.3 million.

The Board of Directors will propose to the Annual General Meeting an ordinary dividend of DKK 4.50 per share. Excluding treasury shares, this corresponds to DKK 46 million.

The solvency ratio was 45.5% at the end of 2025 (2024: 48.9%).

People, Innovation and Sustainability

Throughout 2025, TCM Group continued investing in product development and innovation. Investment in increased colouring capacity and new product launches, including the Notes Bronze under Svane Køkkenet, strengthened the Group’s competitive offering and supported differentiation across the brand portfolio.

TCM Group maintained a strong focus on reducing work-related accidents, and we are pleased to report solid progress. For the first time, no workplace accidents resulted in absence from work during the year.

The Group’s average workforce increased to 498 employees, with year-end staffing at 545.

Sustainability remained a central focus area. During the year, the Group continued to increase the transparency of scope 3 emissions, establishing a foundation for setting long-term reduction targets aligned with the Science Based Targets initiative (SBTi). Scope 1 and 2 emissions increased as a result of expanded organisational boundaries.

Events After the Balance Sheet Date

No material events occurred after the balance sheet date that affect the Group’s financial or operational standing.

TCM Group

29

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

governance data

General information

remuneration

TCM Group’s Remuneration Policy is available on our website, tcmgroup.dk. The objective of the policy is to attract, motivate and retain qualified members of the Board of Directors and Executive Management, to ensure alignment between the interests of the Board of Directors and Executive Management and the interests of shareholders, and to contribute to the company’s business strategy, long-term interests and sustainability.

TCM’s policy is that remuneration of the Board of Directors and Executive Management should be competitive and comparable to remuneration in Danish and international peer companies. The remuneration package for members of the Executive Management may consist of a fixed annual base salary, a pension, a short- term cash bonus, a long-term incentive scheme (cash-

The following provides general information and partially addresses the disclosure requirements under B1 of the Voluntary Sustainability Reporting Standard for SMEs (VSME).

Geolocations of sites owned, leased or managed

or share-based) and other benefits in the form of usual non-monetary benefits and reimbursement of expenses. Each element of the remuneration has been weighted to ensure a continuous positive development of TCM Group both in the short and long term, and the proportions of the various elements are described below.

Accounting practices

Shares held by the Board of Directors and the Executive Management are based on reported data.

The CEO’s total compensation relative to average FTE total compensation is based on the average salary of an employee of TCM (excluding members of the Executive Management).

unit

2025

2024

2023

Remuneration

Shares held by members of the Board of Directors

#

18,653

18,653

46,456

Shares held by the Executive Management

#

61,310

63,251

61,302

CEO total compensation relative to FTE average total compensation

Ratio

10.4

12.4

9.4

C 31.02

Manufacture of kitchen furniture

G 46.15

Agents involved in sales of furniture, household goods, hardware and ironmongery

Site

Address

Postal code

City

County

Latitude

Longitude

TCM Group, HQ

TCM Operations, Factory 1

Skautrupvej 16

7500

Holstebro

Denmark

56.3199991

8.706901

TCM Operations, Factory 2

Skautrupvej 24

7500

Holstebro

Denmark

56.3184836

8.7082851

TCM Operations, Factory 3

Vævervej 33

7500

Aulum

Denmark

56.2599353

8.7851451

AUBO Production, Factory 4

Vævervej 23

7490

Aulum

Denmark

56.2617965

8.7826523

Svane Køkkenet Aalborg

Fiskene 29

9200

Aalborg

Denmark

56.9985929

9.8682638

Svane Køkkenet Hjørring

Farøvej 1C

9800

Hjørring

Denmark

57.4537144

10.0171715

Nettoline Kolding

Platinvej 4a

6000

Kolding

Denmark

55.507984

9.454794

AUBO Køkken og Bad Esbjerg

Østervangsvej 4a

6715

Esbjerg

Denmark

55.5015465

8.4538697

Celebert

Schleppegrellsgade 53

9000

Aalborg

Denmark

57.0535403

9.9011433

Celebert, Showroom

Hindsgavl Alle 2

5500

Middelfart

Denmark

55.5029214

9.7050687

Celebert, Showroom

Valby langgade 21stv

2500

Valby

Denmark

55.6663963

12.5211661

NACE sector classification codes

TCM Group

48

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Shareholder

information

Frame, Fjordblå

Our business

At A Glance

Statements

Financial statements

governance

ESG

Performance Highlights

49

TCM Group

Annual report 2025

Dividend DISTRIBUTION

During 2025, TCM Group distributed dividend of DKK 3 per share. Excluding treasury shares, this corresponded to DKK 31 million.

For the financial year 2025, the Board of Directors will propose an ordinary dividend of DKK 4.50 per share. Excluding treasury shares, this corresponds to DKK 46 million.

Dividend POLICY

The Board of Directors has adopted a dividend policy targeting a payout ratio of 40-60% of the consolidated net profit for the year. The payment of dividends, including the amount and timing, will depend on several factors, such as future revenue, profits, general financial and business conditions, restrictions under financing agreements, and strategic initiatives such as M&A activities or significant investments decided upon by the Board of Directors. Additional considerations may include other factors deemed relevant by the Board of

Directors, as well as applicable legal and regulatory requirements.

There is no assurance that a dividend or share buyback will be proposed or declared in any given year, or that the company’s financial performance will enable adherence to the dividend policy or an increase in the payout ratio. The company’s ability to pay dividends or repurchase shares may be affected by various factors. Additionally, the dividend policy is subject to change at the discretion of the Board of Directors.

As part of the current financing agreements with Nykredit, the Group has agreed to dividend restrictions linked to financial leverage.

The company’s investor relations website, investor.tcmgroup.dk , contains all official financial reports, investor presentations, the financial calendar, corporate governance documents and other material.

Analyst coverage

TCM Group is currently covered by four analysts:

Aktieinfo, John Stihøj

Carnegie, Oliver Røst Benneballe

Danske Bank, Anders Christian Preetzmann

SEB, Kristian Tornøe Johansen

Contact

For further information, please contact:

CEO Torben Paulin +45 21210464

CFO Jan Boendorf Madsen +45 40119158

Investor Relations: [email protected]

Annual general meeting

The Annual General Meeting will be held on

Thursday 9 April 2026 at 5 p.m.

Share information

Exchange: Nasdaq Copenhagen

Trading symbol: TCM018

Identification number/ISIN: DK0060915478

Number of shares: 10.5 million shares of DKK 0.1 each with one vote

Share classes: 1

Sector: Kitchens, bathrooms and storage

Segment: SMALL CAP

Svane Køkkenet

Fade

TCM Group

51

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

1. Accounting policies (continued)

non-controlling interests, without any remeasurement of the subsidiary’s net assets.

Segment reporting

An operating segment is a part of the Group that con-ducts business activities from which it earns revenue and incurs expenses and for which independent finan-cial information is available. Furthermore, the results of an operating segment are monitored by the company’s chief operating decision maker to evaluate them and to allocate resources to the operating segment. TCM Group has only one operating segment, which is producing and selling kitchens, bathrooms and storage.

Revenue recognition

The Group sells kitchen products through a number of independent stores, DIY chains and other retailers. Rev-enue is recognised in the income statement when con-trol of the products has been transferred to the cus-tomer. Control is transferred when the products are delivered, which occurs when the Group has objective evidence that all criteria for transfer of risk have been satisfied. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. Products are often sold with retrospective volume discounts.

The Group owns a few retailers, which provide installa-tion services. When the Group provides installation ser-vices, revenue is recognised as a performance obligation satisfied over time. Revenue is recognised for these installation services based on the percentage of comple-tion of the contract.

When using the percentage-of-completion method, revenue is recognised at the amount that corresponds to the selling price of the work performed during the financial year. The stage of completion is measured based on the ratio between the expenses incurred and the total expenses expected for the contracts. In situa-tions where it is probable that total contract expenses

will exceed total revenue from the contract, the expected loss is recognised as an expense in the income statement.

Net revenue is recognised at the fair value of the consid-eration agreed, excluding VAT, duties and discounts in relation to the sale.

Cost of goods sold

Cost of goods sold includes the manufacturing costs incurred to achieve the revenue for the year. These con-sist of raw materials, direct labour costs, in- and out-bound transportation costs, and indirect costs related to manufacturing, such as salaries, energy and mainte-nance costs, as well as depreciation of production facil-ities and equipment.

Non-recurring items

Non-recurring items are applied in connection with the presentation of the profit or loss for the year to distin-guish income and expenses that are special and of a non-recurring nature from the consolidated operating profit for the year. Non-recurring items are assessed item by item and comprise transaction costs related to business combinations, as well as gains or losses on major disposals.

Operating expenses (selling and administrative expenses)

Operating expenses primarily comprise selling and administrative expenses. Selling expenses include staff costs, marketing costs, losses (incl. provisions for losses) on trade receivables, and other costs related to sales and marketing activities. Administrative expenses include staff costs and other costs related to administration.

Share of profit/loss in associates

The Group’s share of associates’ results after tax and elimination of the proportionate share of internal profit/loss is recognised in the income statement.

Financial income and expenses

Financial income and expenses comprise interest income on bank balances and receivables, interest expense on loans, gain/loss on interest rate swaps as well as exchange rate differences on financial items.

Interest income on receivables and interest expense on liabilities are calculated in accordance with the effective interest rate method. The effective interest rate is the interest rate that makes the present value of all future receipts and disbursements during the fixed-interest term equal to the carrying amount of the receivable or liability. The calculation includes all fees paid or received by contractual parties that are part of the effec-tive interest rate, i.e. transaction costs and surplus and deficit values.

Tax

Tax costs for the year comprise current tax and deferred tax. Income taxes are recognised in the income state-ment except when the underlying transaction is recog-nised in other comprehensive income or in sharehold-ers’ equity, in which case the associated tax effects are recognised directly in other comprehensive income or in shareholders’ equity.

Current tax is tax that is to be paid or received regarding the current year, calculated using the tax rates set or set in principle on the balance sheet date. This item also includes adjustments to current tax attributable to pre-vious periods.

Deferred tax is calculated according to the balance sheet method on all temporary differences arising between the carrying amount and tax base of assets and liabilities.

The tax effect attributable to tax loss carryforwards that could be utilised against future profits is capitalised as a deferred tax asset. This applies to both accumulated loss carryforwards at the acquisition date and losses arising subsequently.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax is recognised in

the balance sheet as a non-current asset or liability. The income tax liability is recognised as a current receivable or current liability.

If the actual outcome differs from the amounts initially recognised, the differences will affect current tax and deferred tax in the period in which these calculations are made.

Intangible assets

Goodwill comprises the amount by which the cost of the acquired entity exceeds the established fair value of identifiable net assets, as recognised in the acquisition analysis. In connection with the acquisition of entities, goodwill is allocated to cash-generating units and the fair value of each brand is measured. Since goodwill and the Svane Køkkenet brand have an indefinite useful life, they are not amortised. The indefinite useful life is justi-fied by the long life of the brand, as there is no intention of changing the brand set-up. Thus, it is not possible to determine a useful life. Instead, goodwill and the Svane Køkkenet brand are subject to impairment testing annu-ally or if an indication of impairment arises. The carry-ing amount comprises the cost less any accumulated impairment losses. A description of the method and assumptions applied when conducting impairment tests is found in note 12 Intangible assets.

Other intangible assets with definite useful life, includ-ing the AUBO brand and the Celebert brand/domain, are recognised at cost less accumulated amortisation and any impairment. This also includes capitalised costs for purchases, and internal and external costs for the devel-opment of software for the Group’s IT operations, pat-ents and licences. Amortisation is calculated according to the straight-line method based on the estimated use-ful life of the asset (3-10 years).

Property, plant and equipment

Property, plant and equipment are recognised at cost with deductions for depreciation and any impairment. Cost includes expenses that can be directly attributed to the acquisition. Costs for repairs and maintenance are recognised as costs in the income statement in the period in which they arise.

Notes to the consolidated financial statements (continued)

TCM Group

60

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

If an asset’s carrying amount exceeds its estimated recoverable amount, the asset is written down to the recoverable amount, and the write-down is recognised in the income statement.

In the income statement, operating profit is reduced by straight-line depreciation, which is calculated on the original cost less estimated residual value after useful life and is based on the estimated useful life of the assets as follows:

Buildings 40 yearsMachinery and other technical equipment5-12 yearsEquipment, tools, fixtures and fittings3-5 yearsLand is not depreciated.

Expected useful life and residual value are reviewed annually.

Research and product development

Costs for product development are expensed immedi-ately as and when they arise and are presented in administrative expenses.

Product development within the Group is mainly in the form of design development and is conducted continu-ously to adapt to current style trends. To a large extent, product development is based on the further develop-ment of existing materials and designs, which is why no portion of the costs for product development is recog-nised as an intangible asset. The Group does not carry out research and development in the true sense, or to any significant extent.

Leases

When entering into an agreement, the company assesses whether an agreement is a lease agreement or contains a lease element. A lease is an agreement that transfers the right to control the use of an identifiable asset for a period against payment. In assessing whether an agree-ment contains a lease item that has been transferred to

the lessee, it is necessary to consider whether the lessee has the right, during the useful life, to obtain virtually all the economic benefits from the use of the identifiable asset and the right to decide on the use of the identifi- able asset.

The company recognises a right of use (the asset) and a lease obligation at the start of the lease period.

The right-of-use asset is measured at cost, which is cal-culated as the present value of the lease obligation plus any direct costs associated with entering into the lease, any costs for demolition and disposal of the asset at the end of the lease period that the lessee is obliged to pay, and prepaid lease payments.

The right-of-use asset is depreciated on a straight-line basis over the shorter of the lease term and the useful life of the asset. If the lease agreement contains a pur-chase option that the company expects to exercise, the right-of-use asset is depreciated on a straight-line basis over the total expected useful life of the asset.

The company’s vehicle leases include a service element in the payments to the lessor. This service element is deducted from the lease payment when measuring the lease obligation. Where the company cannot reliably separate lease and non-lease items, it is considered a single lease payment.

Short leases of less than 12 months and leases where the underlying asset has a low value are not recognised in the balance sheet.

The lease obligation, which is recognised under lease liabilities, is measured at the present value of the remaining lease payments, discounted by the company’s incremental loan interest rate if the implicit interest rate is not stated in the lease agreement or cannot reason- ably be determined. The lease payment consists of fixed and variable lease payments that are regulated by index

or interest rate, guaranteed residual values, the exercise of purchase options and the cost of cancelling the lease. The lease obligation is subsequently adjusted if:

The value of the index or interest rate on which the lease payments are based changes.

There is a change in the exercise of options to extend or shorten the lease period due to a material event or material change in circumstances that are within the control of the lessee.

The lease term is changed as a result of exercising an option to extend or shorten the lease term.

The estimate of a residual value guarantee is changed.

The contract is renegotiated or modified.

Subsequent adjustment of the lease obligation is recog-nised as a correction to the right-of-use asset. However, if the right-of-use asset has a value of DKK 0, a negative reassessment of the right-of-use asset is recognised in the income statement.

Lease periodThe company recognises the lease obligations on the basis of the future payments during the lease period. The lease period consists of the non-cancellable period and periods covered by extension and termination options.

The company rents properties for production and for retail leases. Often leases do not have a fixed expiry date, but continue after the non-cancellable period until the lessee terminates the contract. When determining the lease term, the company therefore assesses whether it is reasonably certain of exercising or not exercising exten-sion options.

Retail leases are in all cases subleased to franchisees on the same terms, for which reason the lease term is esti-mated to be the same period. The right-of-use asset is therefore recognised under lease receivables in the bal-ance sheet.

Incremental borrowing rateThe company has chosen to subdivide its leases into the following categories:

Rental contracts for premises

Vehicles

The borrowing rate is set on initial recognition. If the company considers there is a change in the residual value guarantee, termination or renewal options, the incremental borrowing rate is revised.

For the company’s vehicles, the incremental borrowing rate is calculated based on the company’s borrowing rate. This interest rate takes into account credit assess-ments, collateral, leasing periods, etc.

For rental contracts for premises, the possibility of using mortgage financing of real estate has been taken into account when calculating the incremental borrow-ing rate.

Investments in associates

Investments in associates are measured using the equity method, whereby the investments in the balance sheet are measured at the proportionate share of the compa-nies’ net asset value calculated in accordance with the Group’s accounting policy after elimination of the pro-portionate share of unrealised internal profit/loss and with addition of value added on acquisition, including goodwill.

Investments in associates are tested for impairment if an indication of impairment arises.

Inventories

Inventories comprise finished and semi-finished prod-ucts and raw materials. Inventories are valued according to the first-in, first-out (FIFO) principle, at the lower of cost and net realisable value on the balance sheet date. The realisable value comprises the estimated sales price in the ongoing operations less selling expenses. Cost of finished and semi-finished products is measured at manufacturing cost including raw materials, direct labour, other direct expenses and production-related overheads based on normal production capacity.

Intra-group profits on inventories are eliminated in the consolidated financial statements.

1. Accounting policies (continued)

Notes to the consolidated financial statements (continued)

TCM Group

61

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Financial instruments

Financial instruments recognised in the balance sheet include cash and cash equivalents, loans, trade receiv-ables and derivative instruments on the asset side. On the liability side, there are trade payables, loan liabilities and derivative instruments.

Recognition in and derecognition from the balance sheet

A financial asset or a financial liability is entered in the balance sheet when the company becomes a party in accordance with the contractual terms of the instru-ment. A receivable is recognised when the company has performed a service and a contractual payment obliga-tion arises for the counterparty, even if no invoice has been issued. Trade receivables are recognised in the bal-ance sheet when revenue is recognised and an invoice has been issued. A liability is recognised when the coun-terparty has performed a service and a contractual pay-ment obligation arises, even if an invoice has not been received. Accounts payable are recognised when a ser-vice or product has been received.

A financial asset is derecognised from the balance sheet when the rights resulting from the agreement have been realised, expire or the company loses control over them. The same applies to a part of a financial asset. A finan-cial liability is derecognised from the balance sheet when the obligation resulting from the agreement has been realised or is extinguished in some other manner. The same applies to a part of a financial liability.

A financial asset and a financial liability may only be offset against each other and recognised net in the bal-ance sheet if there is a legal right to offset the amounts and the intention is to settle the items in a net amount or to simultaneously sell the asset and settle the debt.

The acquisition or divestment of financial assets is rec-ognised on the transaction date for on-demand transac-tions, which is the date when the company undertakes to acquire or sell the asset.

Measurement

Financial instruments that are not derivative instru-ments are initially recognised at cost corresponding to the instrument’s fair value plus transaction costs. Transaction costs for derivative instruments are imme-diately expensed. On initial recognition, a financial instrument is classified on the basis of the purpose underlying the acquisition of the instrument. This clas-sification determines how the financial instrument is measured after initial recognition, as described below. For the recognition of derivative instruments, refer to cash flow hedges below.

Receivables and liabilities in foreign currencies

Receivables and liabilities in foreign currencies are val-ued at the balance sheet date rate. Exchange rate fluctu-ations pertaining to operating receivables and liabilities are recognised in operating profit, while exchange rate fluctuations pertaining to financial receivables and lia-bilities are recognised in net financial items.

Loans and trade receivables

Loans and trade receivables comprise financial assets that are not derivative instruments, that have fixed or fixable payments and that are not listed on an active market. For TCM Group, this category includes non-current financial assets, and trade receivables and other receivables recognised as current assets. These assets are valued at amortised cost. Amortised cost is determined based on the effective rate calculated on the acquisition date. Loans and trade receivables are recog-nised at the amounts that are expected to be received, i.e. less any provisions for decreases in value. Receiv-ables with short maturities are not discounted.

Cash and cash equivalents

Cash and cash equivalents are defined as cash and bank balances and short-term investments with maturities not exceeding three months from the acquisition date.

Financial liabilities

All transactions pertaining to financial liabilities are recognised on the settlement date. Liabilities (except for

derivative instruments with negative values) are meas-ured at amortised cost.

Financial liabilities related to contingent payment obli-gations are initially measured at fair value based on the estimated future performance of the acquired entity. These assumptions are then reviewed at each balance sheet date and the contingent payment obligation adjusted accordingly, with the adjustment being recog-nised in other income/other expenses.

Cash flow hedges, interest rate risk

Interest swaps can be used to hedge the uncertainty of highly probable forecast interest rate flows for borrow-ing at variable interest, whereby the company receives variable interest and pays fixed interest. Interest rate swaps are measured at fair value in the balance sheet. The interest coupon portion is recognised in the income statement on an ongoing basis as a portion of interest expense. Unrealised changes in the fair value of interest rate swaps are recognised in other comprehensive income and are included as a portion of the hedging reserve until the hedged item impacts net profit for the year and as long as the criteria for hedge accounting and effectiveness are fulfilled. The gain or loss attributable to the ineffective portion of unrealised changes in the value of interest rate swaps is recognised in the income statement.

Derivative financial instruments

On initial recognition in the balance sheet, derivative financial instruments are measured at cost and subse-quently at fair value. Derivative financial instruments are recognised under other receivables/other payables.

Changes that comply with the requirements for hedging of the future cash flow of a recognised asset or liability are recognised in the statement of comprehensive income.

Impairment

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date for indica-tions of impairment. If any such indication exists, the recoverable amount is estimated in accordance with IAS

36. Financial assets are tested for impairment in accord-ance with IFRS 9.

Impairment testing of intangible assets and property, plant and equipment

If there is an indication of impairment, the recoverable amount of the asset is tested in accordance with IAS 36 (see below). For goodwill and assets with indefinite life, e.g. certain brands, the recoverable amount is calculated annually. When testing for impairment, if it is not poss-ible to establish essentially independent cash flows for an individual asset, the assets must be grouped at the lowest level at which it is possible to identify essentially independent cash flows, known as cash-generating units (CGUs).

Impairment losses are recognised when the carrying amount of an asset or a CGU exceeds the recoverable amount. Impairment losses are recognised in the income statement. Impairment losses related to assets attribut-able to a CGU are primarily allocated to goodwill. Subse-quently, other assets included in the CGU are impaired on a proportionate basis.

The recoverable amount is the higher of fair value less selling expenses and value in use. When calculating the value in use, future cash flows are discounted using a dis-count factor that takes into account the risk-free interest rate and the risk associated with the specific asset or CGU.

Impairment of financial assets

Trade receivables are recognised initially at their trans-action price less allowance for expected credit losses over the lifetime of the receivable and are subsequently measured at amortised cost adjusted for changes in expected credit losses. The expected credit losses on trade receivables are estimated based on the level of unsecured balances past due.

Receivables that the Group has no reasonable expecta-tion of recovering are written off in part or entirely.

Allowances for expected credit losses and write-offs for trade receivables are recognised in the income state-ment and included in selling expenses.

1. Accounting policies (continued)

Notes to the consolidated financial statements (continued)

TCM Group

62

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Impairment reversal

An impairment loss on assets that come under the scope of IAS 36 is reversed if there is an indication that the impairment is no longer pertinent and that there has been a change in the assumptions upon which the calcu-lation of the recoverable amount was based. However, an impairment loss on goodwill and brands with indefinite useful life is never reversed. A reversal is only performed to the extent that the carrying amount of the asset after the reversal does not exceed the carrying amount that would have been recognised, less depreciation where applicable, if no impairment had been posted.

An impairment loss on loans and trade receivables rec-ognised at amortised cost is reversed if the previous rea-sons for the impairment loss no longer exist and full pay-ment can be expected to be received from the customer.

Contingent liabilities

A contingent liability is disclosed when the company has a possible obligation deriving from an event the exist-ence of which will be confirmed only by one or more uncertain future events, or when there is an obligation that has not been recognised as a liability or provision because an outflow of resources is not likely to be required, or alternatively because it is not possible to estimate the amount concerned sufficiently reliably.

Shareholders’ equity

Dividends

Dividends are recognised as a liability after the Annual General Meeting has approved the dividend.

Treasury shares

Treasury shares are primarily acquired to finance TCM Group’s share-based long-term incentive programme for the Executive Management. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.1 per share. Differences between this amount and the amount paid to acquire or received

for disposing of treasury shares are deducted directly in retained earnings.

Statement of cash flows

The cash flow statement shows the cash flows from operating, investing and financing activities for the year, the year’s changes in cash and cash equivalents as well as cash and cash equivalents at the beginning and end of the year.

The cash flow effect of acquisitions and disposals of entities is shown separately in cash flows from investing activities. Cash flows from acquired entities are recog-nised in the cash flow statement from the date of acqui-sition, and cash flows from entities disposed of are rec-ognised up until the date of disposal.

Cash flows from operating activities are calculated according to the indirect method as operating profit adjusted for non-cash operating items, changes in working capital and corporation tax paid.

Cash flows from investing activities comprise payments in connection with acquisitions and disposals of entities and activities, intangible assets and property, plant and equipment, and other non-current assets as well as div-idends received.

Cash flows from financing activities comprise changes in the size or composition of the share capital and related costs as well as the raising of loans, repayment of interest-bearing debt, interest and payment of divi-dends to shareholders.

Earnings per share

The calculation of earnings per share is based on consol-idated net profit attributable to the parent company shareholders and the weighted average number of shares outstanding during the year. When calculating earnings per share after dilution, the average number of shares outstanding is adjusted to take into account the

dilutive effects of potential ordinary shares, including employee share options. The options are dilutive if the exercise price is lower than the share price. The greater the difference between the exercise price and the share price, the greater the dilution. For options, the exercise price is added to the value of future services.

Employee benefits

Long-term remuneration

The Group operates schemes that reward employees for long service. The obligation is deemed insignificant and the Group therefore recognises the expense at the time of the employee’s anniversary.

The Group has an equity-settled, share-based long-term incentive (LTI) programme for the Executive Man-agement, which is governed by the Remuneration Policy. The LTI is a share-based programme consisting of annual individual performance share unit (PSU) plans with rolling 3-year performance periods. The fair value of employee services rendered in return for the grant of shares is recognised as an expense and allocated over the vesting period. At the end of each reporting period, TCM Group revises its estimates of the number of shares expected to vest. TCM Group recognises the impact of the revision, if any, of the original estimates in the income statement and in a corresponding adjustment to equity over the remaining vesting period. Adjustments relating to prior years are included in the income state-ment in the year of adjustment.

Short-term remuneration

Short-term remuneration of employees is calculated without discounting and is recognised as a cost when the related services are rendered. A provision is recognised for the anticipated cost of bonus payments when the Group has a current legal or contractual obligation to make such payments, based on the services being ren-dered by the employees and the possibility of reliably estimating the obligation.

2. Significant accounting estimates and judgements

Preparing the consolidated financial statements in accordance with IFRS requires Management to make assessments, estimates and assumptions that affect the application of accounting policies and the recognised amounts of assets, liabilities, income and expenses. The actual outcome may differ from these estimates and assessments. Estimates and assumptions are regularly reviewed. Changes to estimates are recognised in the period in which the change is made if the change affects only that period, or in the period in which the change is made and future periods if the change affects both cur-rent and future periods. Assessments made by Manage-ment in the application of IFRS that have a material impact on the consolidated financial statements and estimates made that may lead to significant adjustments in the consolidated financial statements in future finan-cial years are primarily the following:

Impairment testing of goodwill and brands

Goodwill and brands with indefinite useful life are rec-ognised at cost less any accumulated impairment. The Group performs annual impairment tests of goodwill and brands in accordance with the accounting policies. The assumptions and assessments made pertaining to expected cash flows and the discount rate in the form of weighted average cost of capital are described in note 12.

Acquisition of entities

In applying the acquisition method of accounting, esti-mates are an integral part of assessing fair values of several identifiable assets acquired and liabilities assumed, as observable market prices are typically not available. Valuation techniques where estimates are applied typically relate to determining the present value of future uncertain cash flows or assessing other events in which the outcome is uncertain at the date of acquisi-tion. Significant estimates are typically applied in accounting for intangible assets, deferred tax, contin-gent consideration and contingent liabilities.

1. Accounting policies (continued)

Notes to the consolidated financial statements (continued)

TCM Group

63

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

3. Financial risks

Foreign exchange risk

TCM Group has currency exposure and risks related to sales in NOK. In accordance with the Group’s foreign currency policy, forward contracts are used to mitigate such risks. Forward contracts are used to hedge 50-100% of the expected cash flows in NOK on a 6-month rolling basis. Based on the net position (trade receivables and bank deposits less trade payables) in NOK at the balance sheet date, a 10% change in the year-end rate would impact net profit and equity by DKK 3.5 million. Apart from NOK, revenue is only invoiced in DKK, and purchases are mainly in DKK or EUR. Due to the current fixed rate of the DKK vis-à-vis EUR, EUR cash flows related to purchases were not hedged during the year. Purchase-related cash flows in currencies other than DKK, EUR and NOK amounted to DKK 2.0 million (2024: DKK 1.4 million) and were not hedged during the year.

Credit risk

TCM Group’s customer base comprises professional customers. Credit management and payment terms are monitored for each customer group. Customers who make regular purchases are subject to continuous credit assessments. Credit insurance, bank guarantees and other collateral are utilised for the different markets and customer categories.

Actual losses on trade receivables in 2025 amounted to DKK 2.2 million (2024: DKK 4.3 million), primarily related to bankruptcies of two stores in Denmark and Norway. Expensed actual losses of DKK 2.2 million and the decrease in provisions of DKK 0.1 million amounted to a total of DKK 2.1 million, equal to 0.2% of net revenue for the year.

Financial exposure and Liquidity risk

The Group maintains four credit facilities with Nykredit Bank:

1) DKK 220 million committed facility: This facility has been extended by 1 year and expires in March 2027. It includes one further 1-year extension option available on similar terms.

2) DKK 110 million committed facility: Established in 2023 to support the acquisition of AUBO Production A/S, this facility has been extended by 2 years and expires in 2028.

3) DKK 50 million uncommitted facility: This 1-year facility expires in March 2026.

4) DKK 50 million committed facility: Established in 2025 to support the acquisition of Celebert ApS, this facility expires in 2030.

At 31 December 2025, the book value of the credit facil-ities was DKK 322 million and the facilities comprised an unused amount of DKK 108 million with a further DKK 31 million in cash. Based on our scenarios for 2026, the cur-rent credit facilities provide sufficient headroom, and the forecast leverage will be within the covenants agreed in the credit facility agreements.

The facility agreements with Nykredit Bank contain a leverage covenant of 4.0 for the remaining financing period. No covenants were breached during the period.

Mortgage loans with a nominal amount of DKK 35 mil-lion (2024: DKK 36 million) are amortised over 20 years and expire in 2044.

Interest-rate risk

It is Group policy to hedge interest rate risk on loans when it is assessed that the debt is material. The Group manages interest rate risk by maintaining an appropri-ate mix of fixed- and floating-rate borrowings, and by using interest rate swaps.

Forward Exchange contracts

2025

DKK’000

2024

DKK’000

NOK forward contracts, contract value

14,958

18,300

NOK forward contracts, average forward rate

65.0

63.1

NOK forward contracts, maturity – months

1-3

1-4

NOK forward contracts, carrying amount (fair value)

155

127

NOK forward contracts, fair value adjustment

27

1,347

Age analysis, trade receivables

2025

DKK’000

2024

DKK’000

Trade receivables before impairment

Non-due trade receivables

83,393

52,179

Past due trade receivables, 0-30 days

7,418

4,455

Past due trade receivables, 30-90 days

540

134

Past due trade receivables, >90 days

6,581

8,764

Trade receivables before impairment

97,932

65,532

Of which overdue

14,539

13,353

Overdue secured receivables

4,404

4,774

- Impaired

0

0

Total overdue secured receivables after impairment

4,404

4,774

Overdue unsecured receivables

10,135

8,579

- Impaired

(7,543)

(7,618)

Total overdue unsecured receivables after impairment

2,592

961

Impairment loss recognised in the income statement during the period

2,198

4,314

Notes to the consolidated financial statements (continued)

TCM Group

64

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

The interest rates on the Nykredit facilities are currently variable, and the interest rates on the mortgage loans are currently fixed.

For the Group’s floating-rate cash and cash equivalents and debt to banks, an increase in the interest rate level of 1% p.a. relative to the actual interest rates would have had a negative impact on net profit for the year and on equity at 31 December 2025 of DKK 2.8 million (2024: DKK 2.2 million).

Assumptions for analysis of interest rate sensitivity

The stated sensitivities are calculated based on the financial assets and liabilities recognised at 31 December 2025. No adjustments have been made for instalments, raising of loans, etc. during the year.

The computed expected fluctuations are based on the current market situation and expectations for market developments in the interest rate level.

Capital management

The Board of Directors has adopted a dividend policy with a target payout ratio of 40-60% of consolidated net profit for the year, subject to the overall financial posi-tion and leverage.

The Board of Directors proposes to the Annual General Meeting to distribute an ordinary dividend of DKK 4.50 per share. Excluding treasury shares, this corresponds to DKK 46 million.

Fair value hierarchy of financial instruments measured at fair value in the balance sheet

Interest rate swaps are valued using an income approach (discounted cash flow). Expected future cash flows are based on relevant observable swap rates and discounted using a discount rate that reflects the credit risk of the relevant counterparties (level 2).

The classification of financial instruments measured at fair value is disaggregated in accordance with the fair value hierarchy:

Quoted prices in an active market for identical instruments (level 1)

Quoted prices in an active market for similar assets or liabilities, or other valuation methods where all significant inputs are based on observable market data (level 2)

Valuation methods where no significant input is based on observable market data (level 3)

Carrying amount of derivative financial instruments

2025

DKK’000

2024

DKK’000

Hedging – currency fluctuation (level 2)

(154)

(127)

Contingent payment obligation, AUBO Production A/S (level 3)

3,500

8,000

3,346

7,873

The fair value of financial assets and financial liabilities measured at amortised cost is approximately equal to the carrying amount, because of the short maturity of the financial assets and the floating rate on the financial liabilities.

MATurity structure, financial and operational liabilities – undiscounted cash flows

DKK million 

Nominal amount, functional currency

0-6

months

6-12

months

2-3

years

4-5

years

Later than 5 years

Total

2025

Bank loans

321.5

78.6

16.0

230.3

21.2

0.0

346.1

Mortgage loans

35.2

1.5

1.5

5.9

5.9

38.6

53.4

Lease liabilities

50.8

8.7

7.4

15.6

7.6

16.1

55.4

Trade payables

127.9

127.9

0.0

0.0

0.0

0.0

127.9

Other liabilities

127.8

81.9

8.6

42.6

0.0

0.0

133.1

Financial and operational liabilities at 31 December 2025

298.6

33.5

294.4

34.7

54.7

715.9

The fair value of mortgage loans at 31 December 2025 amounted to DKK 35.8 million (2024: DKK 36.7 million). All other financial liabilities are measured at cost or amortised cost, which constitutes fair value.

DKK million 

Nominal amount, functional currency

0-6

months

6-12

months

2-3

years

4-5

years

Later than 5 years

Total

2024

Bank loans

215.4

28.5

5.8

198.3

0.0

0.0

232.6

Mortgage loans

36.5

1.5

1.5

5.9

5.9

41.5

56.3

Lease liabilities

56.0

7.8

7.0

20.1

9.8

19.7

64.4

Trade payables

122.3

122.3

0.0

0.0

0.0

0.0

122.3

Other liabilities

118.6

68.8

8.2

6.9

43.5

0.0

127.4

Financial and operational liabilities at 31 December 2024

228.9

22.5

231.2

59.2

61.2

603.0

Notes to the consolidated financial statements (continued)

3. Financial risks (continued)

TCM Group

65

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

4. Revenue and segment information

The Group’s business activities are managed within a single operating segment, which is producing and selling kitchens, bathrooms and storage. “Kitchens and related products” covers products for kitchens. The Group’s Management moni-tors the operating segment’s results to evaluate it and to allocate resources.

DKK’000

Revenue

from

customers

2025

Intangible assets and property, plant and equipment

2025

Revenue

from

customers

2024

Intangible assets and property, plant and equipment

2024

Geographic areas

Denmark

1,025,307

1,071,845

969,042

882,438

Norway

242,886

39,375

222,897

45,625

Other countries

11,004

0

11,844

0

1,279,197

1,111,220

1,203,783

928,063

DKK’000

2025

2024

Revenue by category

Revenue, core business*

900,754

895,463

Revenue, third party

307,402

308,320

Revenue, retailers

71,041

0

1,279,197

1,203,783

Timing of revenue recognition

Recognised over time**

7,769

0

Recognised at a point in time

1,271,428

1,203,783

1,279,197

1,203,783

* Revenue from core business has been reduced for revenue from owned retail stores. In 2024, the Group had no retail stores.

** Revenue recognised over time relates to the retail category.

Revenue consists of sale of goods and services.

In 2025, two single customers, with revenue of DKK 195 million (2024: DKK 186 million) and DKK 140 million (2024: <10% of revenue) respectively, individually exceeded 10% of revenue. In 2024 one additional customer, with revenue of DKK 134 million, exceeded 10% of revenue. These revenues are attributed to the kitchens, bathrooms and storage segment.

Contract balances

Contract assets comprise unbilled amounts representing the Group’s right to consideration for the products and services transferred to date.

DKK’000

2025

2024

Contract assets (accrued income)

1,552

0

5. Staff Costs

Total costs for employee benefits

DKK’000

2025

2024

Salaries and other remuneration

237,270

219,069

Social security costs

6,211

6,079

Pension costs – defined contribution plans

24,460

21,208

Other staff costs

116

258

Total employee costs

268,057

246,614

The average number of employees and the number of men and women among board members and the Executive Management are described in note 6.

Notes to the consolidated financial statements (continued)

TCM Group

66

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Remuneration and other benefits

DKK’000

Base salary/ Directors’ fees

Variable re-muneration, cash-based (STI)

Variable re-muneration, share-based (LTI)

Other benefits

Pension costs

Total

Number of individuals

2025

Board of Directors

2,500

0

0

0

0

2,500

6

Executive Management

4,908

1,024

720

559

567

7,778

2

Total

7,408

1,024

720

559

567

10,278

8

2024

Board of Directors

2,547

0

0

0

0

2,547

6

Executive Management

4,602

1,901

1,105

612

501

8,721

2

Total

7,149

1,901

1,105

612

501

11,268

8

2025

2024

Number of performance share units

As at 1 January

93,908

65,766

Granted during the year

33,842

37,885

Exercised during the year

(3,485)

(1,949)

Forfeited during the year

(46,733)

(7,794)

As at 31 December

77,532

93,908

Shares granted in 2025 were issued at an exercise price of DKK 74 per share.

2025

2024

Performance Share Units outstanding at year-end have the following expiry dates

31 March 2025

0

17,427

31 March 2026

28,482

38,596

31 March 2027

26,184

37,885

31 March 2028

22,866

0

Total

77,532

93,908

Weighted average remaining contractual life of performance share units outstanding at year-end

1.18

1.47

DKK’000

2025

Estimated exercise ratio

2024

Estimated exercise ratio

Fair value at 31 December

Granted in 2022

0

n.a.

227

20%

Granted in 2023

928

84%

1,230

82%

Granted in 2024

1,313

85%

1,900

85%

Granted in 2025

1,113

67%

0

n.a.

Total

3,354

3,357

Fair value is estimated based on the expected exercise ratio for the maximum number of performance share units and the share price when the LTI programme was granted (share price in 2025: DKK 73).

Employees, including the Board of Directors and the Executive Management, have the opportunity to buy kitchens, bathrooms and storage solutions at a discounted price. Purchases are made indirectly through an independent store. The total value of the purchases made by the Board of Directors and the Executive Management during the year was DKK 39 thousand (2024: DKK 340 thousand).

The Remuneration Report for the Board of Directors and the Executive Management is available on TCM Group’s website.

5. Staff Costs (continued)

Notes to the consolidated financial statements (continued)

TCM Group

67

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Board of Directors

Remuneration of members of the Board of Directors is determined by resolutions passed at the Annual General Meeting.

Executive Management

The Executive Management, which in 2025 consisted of two individuals, received salaries and pension contributions during the financial year 2025 amounting to DKK 5.5 million (2024: DKK 5.1 million) plus variable remuneration and other benefits amounting to a total of DKK 7.8 million (2024: DKK 8.7 million).

In addition to base salary, the Executive Management has a short-term incentive (STI) programme and a long-term incentive (LTI) programme, which are governed by the Remuneration Policy. The STI programme for 2025 is capped at up to 50% of the annual base salary and is based on annual KPIs. The bonus criteria for the STI programme are revenue, EBITDA and NWC ratio. The STI programme includes a threshold for the EBITDA target that, if not achieved, will result in no STI bonus being paid, regardless of performance on other KPIs.

The LTI programme is granted exclusively to the Executive Management and consists of annual individual performance share unit plans with rolling 3-year performance periods for the periods 2023-2025, 2024-2026 and 2025-2027. When the LTI programme is granted to the participants, a maximum of up to 50% of the annual base salary is converted to a maximum number of performance share units based on the current share price, i.e. an average over a 3-month period. At the end of each performance period, the performance share units may be converted into shares in TCM Group, which will be granted free of charge. The performance measures for the LTI programme are all 3-year accumulative and com-prise absolute total shareholder return on the company’s share, EBITDA and carbon emissions reductions. The fair value of the LTI programme is estimated on an annual basis.

6. Average number of employees during the period

2025

2024

Average number of employees

498

460

Board members

6

6

Of which women

2

2

Executive Management

2

2

Of which women

0

0

The Board of Directors consisted of six members at the date of approval of the consolidated financial statements.

As of the approval date, the Executive Management consisted of one member.

7. Audit fees

In addition to the statutory audit, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, the auditors appointed at the Annual General Meeting, provides other assurance engagements and other services to the Group.

DKK’000

2025

2024

Specification by type of cost

Statutory audit

1,463

1,199

Other assurance engagements

235

0

Tax and indirect tax advisory

3

32

Other services

437

128

2,138

1,359

The fee for non-audit services delivered by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab to the company amounted to DKK 0.7 million in 2025 and consisted of various accounting advisory services, including due diligence in connection with the Celebert ApS acquisition. In 2024, the fee for non-audit services delivered by Pricewa-terhouseCoopers Statsautoriseret Revisionspartnerselskab to the company amounted to DKK 0.2 million and consisted of various accounting advisory services.

8. Depreciation/amortisation and impairment by function

DKK’000

Depreciation/

amortiSation

2025

Impairment

2025

Depreciation/

amortiSation

2024

Impairment

2024

Cost of goods sold

24,171

0

23,131

0

Selling expenses

9,715

0

7,689

0

Administrative expenses

3,618

0

4,767

0

Total depreciation/amortisation and impairment

37,504

0

35,587

0

Notes to the consolidated financial statements (continued)

5. Staff Costs (continued)

TCM Group

68

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

9. Non-recurring items

DKK’000

2025

2024

Transaction costs related to business combinations

2,308

0

Fair value adjustment of TCM Group’s 45% stake in Celebert ApS

(20,258)

0

Total

(17,950)

0

The table below shows how the income statement (extract) would have been presented if no adjustment for non-recurring items had been made:

DKK’000

2025

2024

Revenue

1,279,197

1,203,783

Cost of goods sold

(988,723)

(948,377)

Gross profit

290,474

255,406

Selling expenses

(120,059)

(101,429)

Administrative expenses

(88,983)

(83,060)

Adjustment of contingent payment obligation

4,500

9,500

Other operating income

30,353

9,891

Operating profit

116,285

90,308

TCM Group presents non-recurring items separately to ensure comparability. Non-recurring items consist of income and expenses that are special and of a non-recurring nature. For 2025, non-recurring items consisted of transaction costs related to business combinations and fair value adjustment of TCM Group’s 45% stake in Celebert ApS. There were no non-recurring items in 2024.

10. Financial income and expenses

DKK’000

2025

2024

Financial income

Interest income on financial assets measured at amortised cost

777

862

Interest income on discounted subleases

162

328

Foreign exchange gains

203

0

Total

1,142

1,190

Financial expenses

Interest expense on liabilities measured at amortised cost

18,460

21,409

Interest expense on discounted lease liabilities

2,788

2,750

Foreign exchange losses

0

2,361

Other financial costs

939

1,268

Total

22,187

27,788

Notes to the consolidated financial statements (continued)

TCM Group

69

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

11. Corporation tax

DKK’000

Income

statement

Other

comprehensive

income

Total

comprehensive

income

Tax for the year can be specified as follows:

Current tax

17,806

6

17,812

Change in deferred tax during the year

(1,681)

0

(1,681)

Total

16,125

6

16,131

Tax for the previous year can be specified as follows:

Current tax

13,145

296

13,441

Change in deferred tax during the year

(1,377)

0

(1,377)

Total

11,768

296

12,064

Reconciliation of the effective tax rate for the period can be specified as follows:

DKK’000

%

2025

%

2024

Tax rate

22.0

20,657

22.0

15,277

Non-taxable income

(5.8)

(5,447)

(4.8)

(3,351)

Non-deductible expenses

1.1

1,020

0.2

144

Other

(0.1)

(105)

(0.4)

(302)

Effective tax rate for the year

17.2

16,125

17.0

11,768

Non-taxable income primarily relates to income from adjustment of contingent payment obligations, step-up alloca-tion and result of associates. Non-deductible expenses primarily relate to transaction costs in connection with acqui-sitions and result of associates.

12. Intangible assets

DKK’000

Goodwill

Brands

Customer contracts

Other intangible assets

Other intangible assets in progress

Opening cost at 1 January 2025

415,350

179,461

47,500

60,585

56,839

Acquisition of entities

107,750

44,012

0

5,774

0

Investments for the period

0

0

0

59

34,245

Disposals for the period

(3,352)

0

0

0

0

Closing cost at 31 December 2025

519,748

223,473

47,500

66,418

91,084

Opening amortisation and impairment at 1 January 2025

3,352

2,250

7,125

52,994

1,911

Disposals for the period

(3,352)

0

0

0

0

Amortisation for the period

0

1,867

4,750

5,245

0

Closing amortisation and impairment at 31 December 2025

0

4,117

11,875

58,239

1,911

Closing carrying amount at 31 December 2025

519,748

219,356

35,625

8,179

89,173

Notes to the consolidated financial statements (continued)

TCM Group

70

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

DKK’000

Goodwill

Brands

Customer contracts

Other intangible assets

Other intangible assets in progress

Opening cost at 1 January 2024

415,350

179,461

47,500

53,578

35,576

Investments for the period

0

0

0

0

28,270

Transfer

0

0

0

7,007

(7,007)

Closing cost at 31 December 2024

415,350

179,461

47,500

60,585

56,839

Opening amortisation and impairment at 1 January 2024

3,352

750

2,375

50,755

1,911

Amortisation for the period

0

1,500

4,750

2,239

0

Closing amortisation and impairment at 31 December 2024

3,352

2,250

7,125

52,994

1,911

Closing carrying amount at 31 December 2024

411,998

177,211

40,375

7,591

54,928

Impairment testing of goodwill and brand

At the end of 2025, recognised goodwill amounted to DKK 519.6 million (2024: DKK 412.0 million) and recognised brand value amounted to DKK 219.4 million (2024: DKK 172.2 million).

Goodwill is allocated to a cash-generating unit (CGU) when the unit is acquired. TCM Group currently has three CGUs: TCM Group from the acquisition of TCM Group in 2016, DKK 370 million (2024: DKK 370 million), AUBO from the acquisition of AUBO Production A/S in 2023, DKK 42 million (DKK 42 million), and Celebert from the acquisition of Celebert ApS in 2025, DKK 108 million (2024: 0 million). All CGUs are part of the Group’s operating segment “Produc-ing and selling kitchens, bathrooms and storage”.

Acquired goodwill in 2025 related to the acquisition of Celebert ApS, DKK 107.7 million. Disposal of goodwill in 2025 arose from the divestment of Svane Alnabru AS, DKK 3.4 million, which was fully impaired in 2023.

Goodwill is tested annually for impairment by calculating the expected recoverable amount of the CGU. The recovera-ble amount is calculated as the expected cash flow discounted by a weighted average cost of capital (WACC) after tax for the CGU. The recoverable amount, calculated in conjunction with this, is compared to the carrying amount for the CGU. The starting point of the calculation is the estimated future cash flows based on the financial budget for the forthcoming financial year. A forecast for the next four years is prepared based on this budget and expectations regarding market trends and sales mix in the years ahead, reflecting past experience.

When estimating expected future cash flows, key assumptions include projected demand growth, increases in net sales, improvements in gross and operating margins, as well as requirements for working capital and CapEx. Various macroeconomic indicators - such as data on residential property sales in the markets where the Group operates - are considered to analyse the business environment, supported by both external and internal assessments. Based on these analyses, Management has applied a projected low- to mid-single-digit growth rate in net sales over the forecast period, driven by an anticipated positive development in residential property sales and an anticipated recovery in the B2B project market, as described in the Management Review. This assumption is applicable for all performed impair-ment tests.

Gross and operating margins are expected to improve gradually during the forecast period, reflecting changes in the sales mix and the implementation of various strategic initiatives. These assumptions also account for the Group’s long-term strategic efforts, including differentiated branding, central sourcing, manufacturing optimisation and product development. To project cash flows beyond the initial 5-year period, a growth rate of 3% (2024: 2%) has been applied.

The WACC is calculated based on the average debt-to-equity ratio of large companies in similar industries and the respective costs of debt and equity. The cost of shareholders’ equity is determined under the assumption that all investors require at least the same level of return as for risk-free government bonds, supplemented by a risk premium reflecting the estimated risks associated with investments in CGUs. The required return on debt-financed capital is similarly calculated using the return on risk-free government bonds, with an added borrowing margin to account for estimated company-specific risk. A current tax rate of 22% is applied.

In 2025, the Group’s weighted cost of capital before tax amounted to 12.1% (2024: 11.4%) and after tax to 9.97% (2024: 9.25%), which is applicable for all performed impairment tests.

The acquisition cost of the Svane brand, DKK 172.0 million, with indefinite useful life is subject to an annual impair-ment test using the relief from royalty method. The recoverable amount is calculated using the expected cash flow based on the budget for the forthcoming financial year, a forecast for the next four years and a royalty on the expected brand revenue, discounted by a WACC after tax. The WACC is based on similar assumptions to the above. The recovera-ble amount is compared to the carrying amount. The acquisition value of the AUBO brand is amortised over the expected useful life, which has been set at 5 years.

Testing of goodwill and brand did not lead to any impairment in 2025 or 2024. In Management’s assessment, likely changes in the basic assumptions will not lead to the carrying amount exceeding the recoverable amount.

12. Intangible assets (continued)

Notes to the consolidated financial statements (continued)

TCM Group

71

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

13. Property, plant and equipment

DKK’000

Buildings

Land and land improve-ments

Property, plant and equipment under con-struction and prepayments

Machinery and other technical equipment

Equipment, tools, fixtures and fittings

Opening cost at 1 January 2025

130,066

15,623

10,656

102,807

15,215

Acquisition of entities

0

0

0

0

1,773

Investments for the period

831

4

877

13,942

809

Transfer

0

0

(10,656)

10,523

133

Disposals for the period

0

0

0

(614)

(344)

Closing cost at 31 December 2025

130,897

15,627

877

126,658

17,586

Opening depreciation and impairment at 1 January 2025

18,337

0

0

49,462

10,102

Disposals for the period

0

0

0

(614)

(201)

Depreciation for the period

3,662

0

0

11,879

1,865

Closing depreciation and impairment at 31 December 2025

21,999

0

0

60,727

11,766

Closing carrying amount at 31 December 2025

108,898

15,627

877

65,931

5,820

DKK’000

Buildings

Land and

land

improve-

ments

Property, plant and equipment under con-struction and prepayments

Machinery and other technical equipment

Equipment, tools, fixtures and fittings

Opening cost at 1 January 2024

129,382

14,248

6,130

88,847

14,945

Investments for the period

684

1,375

10,656

7,875

394

Transfer

0

0

(6,130)

6,130

0

Disposals for the period

0

0

0

(45)

(124)

Closing cost at 31 December 2024

130,066

15,623

10,656

102,807

15,215

Opening depreciation and impairment at 1 January 2024

14,705

0

0

34,863

7,807

Disposals for the period

0

0

0

(45)

(124)

Depreciation for the period

3,632

0

0

14,644

2,419

Closing depreciation and impairment at 31 December 2024

18,337

0

0

49,462

10,102

Closing carrying amount at 31 December 2024

111,729

15,623

10,656

53,345

5,113

No impairment was charged to property, plant and equipment in 2025 or 2024.

14. Leases

Right-of-use assets

DKK’000

Rental of premises

Equipment, tools, fixtures and fittings

Total

Opening cost at 1 January 2025

52,320

7,525

59,845

Acquisition of entities

6,567

0

6,567

Additions

1,859

2,686

4,545

Disposals for the period

0

(1,306)

(1,306)

Closing cost at 31 December 2025

60,746

8,905

69,651

Opening depreciation and impairment at 1 January 2025

16,838

3,513

20,351

Disposals for the period

0

(921)

(921)

Depreciation for the period

5,875

2,360

8,235

Closing depreciation and impairment at 31 December 2025

22,713

4,952

27,665

Closing carrying amount at 31 December 2025

38,033

3,953

41,986

DKK’000

Rental of premises

Equipment, tools, fixtures and fittings

Total

Opening cost at 1 January 2024

50,272

9,584

59,856

Additions

2,048

2,807

4,855

Disposals for the period

0

(4,866)

(4,866)

Closing cost at 31 December 2024

52,320

7,525

59,845

Opening depreciation and impairment at 1 January 2024

12,756

5,642

18,398

Disposals for the period

0

(4,502)

(4,502)

Depreciation for the period

4,082

2,373

6,455

Closing depreciation and impairment at 31 December 2024

16,838

3,513

20,351

Closing carrying amount at 31 December 2024

35,482

4,012

39,494

Notes to the consolidated financial statements (continued)

TCM Group

72

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

Lease receivables

Subleases are specified as follows:

2025

2024

DKK’000

Book value

Undiscounted value

Book value

Undiscounted value

Falling due for payment within 1 year

5,640

5,699

6,715

7,029

Falling due for payment within 1-2 years

395

396

5,146

5,321

Falling due for payment within 2-3 years

0

0

1,539

1,626

Falling due for payment within 3-4 years

0

0

901

923

Falling due for payment within 4-5 years

0

0

0

0

Falling due for payment after 5 years

0

0

0

0

Total

6,035

6,095

14,301

14,899

Subleases falling due for payment later than 1 year after the balance sheet date are presented as financial assets. Subleases falling due for payment within 1 year from the balance sheet date are presented as current receivables, but are not included in the calculation of net working capital.

Lease liabilities

In 2025, the total amount of cash flows related to lease liabilities was DKK -10.4 million (2024: DKK -8.8 million), of which the interest payments related to the recognised lease liabilities were DKK 2.8 million (2024: DKK 2.8 million) and repayments DKK 7.6 million (2024: DKK 6.0 million).

DKK’000

2025

2024

Opening balance, 1 January

55,993

62,347

Non-cash change

Acquisition of entities

2,349

0

New lease liabilities

4,545

4,855

Terminated leases

(392)

(204)

Subleases settled directly by the franchisee

(4,048)

(5,025)

2,454

(374)

Financing cash flows

Repayment of loans

(7,616)

(5,980)

(7,616)

(5,980)

Closing balance, 31 December

50,831

55,993

14. Leases (continued)

Notes to the consolidated financial statements (continued)

TCM Group

73

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

DKK’000

2025

2024

Maturity of contractual cash flow

0-6 months

8,717

7,842

6-12 months

7,381

7,061

2-3 years

15,594

20,081

4-5 years

7,640

9,786

5 years or later

16,128

19,657

55,460

64,427

DKK’000

2025

2024

Amounts recognised in the income statement

Cost of short-term leases

593

498

Variable leasing costs that are not included in leasing liabilities

128

161

721

659

TCM Group leases various assets such as production buildings, warehouses, office buildings, retail property buildings, company cars, etc.

The portfolio of lease commitments for short-term leases at year-end is similar to the portfolio of short-term leases that have been expensed during the period.

TCM Group has not entered into any significant leases, not yet commenced, to which it is committed.

15. Investments in associates

DKK’000

2025

2024

Cost at start of year

61,837

61,270

Additions

4,257

567

Transfer

(61,178)

0

Divestment

(4,916)

0

Carrying amount at year-end

0

61,837

Value adjustments at start of year

(12,044)

(13,276)

Impairment

(3,499)

(567)

Dividend received

(6,750)

(4,500)

Share of profit/(loss)

2,154

6,299

Transfer

15,981

0

Divestment

4,158

0

Value adjustments at year-end

0

(12,044)

Carrying amount at year-end

0

49,793

The associate Celebert ApS sells kitchens, bathrooms and storage solutions online and has a balance sheet date of 31 December. On 25 November 2025, TCM Group A/S acquired the remaining 55% of the shares in Celebert ApS and there-fore now owns 100% of the company. See note 26 for further information about the acquisition. At 25 November 2025, Celebert ApS posted a gross profit of DKK 35 million and a net profit of DKK 7 million.

The associate Svane Alnabru AS operates the Svane Køkkenet Alnabru store in Oslo, Norway. On 18 December 2025, TCM Group acquired the remaining 40% af the shares and therefore owns 100% af the shares in the company. Before the acquisition, TCM Group exercised a committed capital increase of DKK 4.0 million, which was impaired to the book value of the company. On 30 December 2025, TCM Group sold 100% of the shares to an external party. See note 26 for further information about the transactions. At 30 December 2025, Svane Alnabru AS posted a gross profit of DKK 5 million and a net loss of DKK 1 million.

Notes to the consolidated financial statements (continued)

14. Leases (continued)

TCM Group

74

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

16. Other financial assets

DKK’000

2025

2024

Other financial assets

Receivables falling due in 12 months or later

2,341

6,919

Deposits

1,488

1,337

Total

3,829

8,256

17. Inventories

DKK’000

2025

2024

Raw materials and consumables

55,425

51,617

Semi-finished products

37,587

32,052

Finished products

17,287

12,832

Total write-down of inventories

(8,263)

(7,354)

102,036

89,147

Cost of goods sold recognised as an expense during the period was DKK 988.7 million (2024: DKK 948.4 million) and write-downs of inventories recognised as an expense during the period totalled DKK 0.9 million (2024: DKK 2.2 million).

18. Prepaid expenses and accrued income

DKK’000

2025

2024

Contract work in progress

1,552

0

Other prepaid expenses

2,945

1,676

Total

4,497

1,676

19. Share capital

Share capital

No. of

registered

shares

No. of

shares

outstanding

Nominal value

At 1 January 2025

10,513,638

10,440,587

1,051,364

Purchase of treasury shares

0

(112,331)

0

Performance shares

0

3,485

0

At 31 December 2025

10,513,638

10,331,741

1,051,364

At 1 January 2024

10,513,638

10,438,638

1,051,364

Performance shares

0

1,949

0

At 31 December 2024

10,513,638

10,440,587

1,051,364

The share capital amounted to nominal DKK 1,051,364. Each share has a nominal value of DKK 0.1. All of the registered shares are fully paid. All shares are ordinary shares of the same class.

Treasury shares

No. of shares

NominAl value

% of shares

At 1 January 2025

73,051

7,305

0.7

Used to settle performance shares

(3,485)

(348)

0.0

Purchase of treasury shares

112,331

11,233

1.0

At 31 December 2025

181,897

18,190

1.7

At 1 January 2024

75,000

7,500

0.7

Used to settle performance shares

(1,949)

(195)

0.0

At 31 December 2024

73,051

7,305

0.7

The purchase of treasury shares in 2025 is intended for the future LTI programme.

Notes to the consolidated financial statements (continued)

TCM Group

75

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

20. Value adjustments of currency hedges

DKK’000

Value adjustments of cash flow hedges 2025

Total

2025

Value adjustments of cash flow hedges 2024

Total

2024

Opening balance

99

99

(916)

(916)

Adjustment, cash flow hedges

0

0

(36)

(36)

Value adjustments of currency hedges before tax

27

27

1,347

1,347

Tax on value adjustments of currency hedges

(6)

(6)

(296)

(296)

Closing balance

120

120

99

99

Hedging reserve

The fair value adjustment of unrealised gains/losses on forward exchange contracts is adjusted in equity.

The forward exchange contracts, which have been entered into with the company’s usual bank connection, cover periods of 0-12 months from the balance sheet date.

21. Earnings per share

Earnings per share before dilution

Earnings per share before dilution are calculated by dividing profit attributable to the shareholders by the weighted average number of outstanding ordinary shares during the period.

2025

2024

Profit attributable to shareholders (DKK'000)

77,770

57,675

Weighted average number of outstanding ordinary shares before dilution

10,349,205

10,440,012

Earnings per share before dilution (DKK)

7.51

5.52

Earnings per share after dilution

To calculate earnings per share after dilution, the weighted average number of outstanding ordinary shares was adjusted for the dilution effect of all potential ordinary shares. These potential ordinary shares were attributable to the long-term incentive (LTI) programmes awarded to the Executive Management in 2023, 2024 and 2025, cf. note 5.

If all the performance targets set for the first plan, PSU 2023-2025, 2024-2026 and 2025-2027, are achieved in full, the aggregate allocated maximum number of share units and, accordingly, shares to be awarded will be 77,532 shares (gross earnings).

2025

2024

Weighted average number of outstanding ordinary shares

10,349,205

10,440,012

Management performance share scheme

43,869

35,319

Weighted average number of outstanding ordinary shares after dilution

10,393,074

10,475,331

Earnings per share after dilution

7.48

5.51

22. Dividend

The Board of Directors proposes to the Annual General Meeting to distribute an ordinary dividend of DKK 4.50 per share. Excluding treasury shares, this corresponds to DKK 46 million.

Notes to the consolidated financial statements (continued)

TCM Group

76

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

23. Deferred tax

DKK’000

Deferred tax assets

Deferred tax liabilities

Net

Opening balance, 1 January 2025

0

66,629

66,629

Acquisition of entities

0

11,777

11,777

Recognised in net profit for the year

0

(1,681)

(1,681)

Closing balance, 31 December 2025

0

76,725

76,725

Opening balance, 1 January 2024

0

68,032

68,032

Adjustment related to prior years

0

(26)

(26)

Recognised in net profit for the year

0

(1,377)

(1,377)

Closing balance, 31 December 2024

0

66,629

66,629

Change in deferred tax liabilities for the period:The corporation tax rate in Denmark for the year is 22.0%. There are no tax loss carryforwards.

Deferred tax liabilities

DKK’000

Temporary differences in intangible assets

Temporary differences in property, plant and equipment

Temporary differences in inventories

Temporary differences in receivables

Temporary differences in mortgage debt

Total

At 1 January 2025

49,539

17,989

871

(1,475)

(295)

66,629

Acquisition of entities

11,776

1

0

0

0

11,777

Recognised in net profit for the year

(2,571)

908

(87)

253

(184)

(1,681)

At 31 December 2025

58,744

18,898

784

(1,222)

(479)

76,725

At 1 January 2024

50,635

18,335

504

(1,032)

(410)

68,032

Adjustment related to prior years

0

0

0

0

(26)

(26)

Recognised in net profit for the year

(1,096)

(346)

367

(443)

141

(1,377)

At 31 December 2024

49,539

17,989

871

(1,475)

(295)

66,629

24. Bank loans and mortgage loans

Refer to note 3 for additional information regarding bank loans and mortgage loans.

DKK’000

2025

2024

Maturity structure

Within 1 year

82,714

22,995

Between 1 and 5 years

245,778

199,078

Later than 5 years

28,239

29,749

Total

356,731

251,822

25. Financial assets and liabilities

2025

DKK’000

Financial assets and liabilities measured at fair value

Financial assets measured at amortised cost

Financial liabilities measured at amortised cost

Total carrYing amount

Other long-term receivables

0

3,829

0

3,829

Trade receivables

0

90,389

0

90,389

Other receivables

154

32,298

0

32,452

Cash and cash equivalents

0

30,816

0

30,816

Total

154

157,332

0

157,486

Non-current interest-bearing liabilities

0

0

331,212

331,212

Current interest-bearing liabilities

0

0

76,350

76,350

Accounts payable

0

0

127,893

127,893

Other non-current liabilities

3,500

0

35,000

38,500

Other current liabilities

0

0

89,321

89,321

Total

3,500

0

659,776

663,276

Notes to the consolidated financial statements (continued)

TCM Group

77

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

2024

DKK’000

Financial assets and liabilities measured at fair value

Financial assets measured at amortised cost

Financial liabilities measured at amortised cost

Total carrying amount

Other long-term receivables

0

8,256

0

8,256

Trade receivables

0

57,914

0

57,914

Other receivables

127

26,245

0

26,372

Cash and cash equivalents

0

29,099

0

29,099

Total

127

121,514

0

121,641

Non-current interest-bearing liabilities

0

0

272,529

272,529

Current interest-bearing liabilities

0

0

35,285

35,285

Accounts payable

0

0

122,285

122,285

Other non-current liabilities

8,000

0

35,000

43,000

Other current liabilities

0

0

75,921

75,921

Total

8,000

0

541,020

549,020

26. Acquisition of ENTITIES (business combinations)

2025: Acquisition of Celebert ApS

On 25 November 2025, TCM Group A/S acquired the remaining 55% of the shares in Celebert ApS and therefore now owns 100% of the company. The acquisition supports TCM Group’s strategy of strengthening its position in the fast-growing online sales channel.

DKK’000

Purchase consideration

Cash paid

80,000

Purchase price

80,000

The total fair value of the shares can be specified as follows:

DKK’000

Purchase consideration

Total purchase price, 55% of the shares

80,000

Fair value, 45% of the shares

65,455

Total fair value, 100% of the shares

145,455

The book value of the existing 45% shareholding amounted to DKK 45.2 million as of the closing date. A net revalua-tion of DKK 20.3 million has been recognised in the income statement and presented as a non-recurring item.

25. Financial assets and liabilities (continued)

Notes to the consolidated financial statements (continued)

TCM Group

78

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

DKK’000

Fair value

Acquired carrying amount

Assets and liabilities included in the acquisition

Cash and cash equivalents

6,613

6,613

Property, plant and equipment

2,023

1,036

Intangible assets: design rights

5,774

0

Intangible assets: brand value/domains

44,012

0

Financial assets

152

152

Inventories

2,247

2,247

Trade receivables and other receivables

6,463

6,463

Accounts payable and other operating liabilities

(14,018)

(14,018)

Tax payable

(2,707)

(2,707)

Other interest-bearing liabilities

(987)

0

Deferred taxes, net

(11,777)

(824)

Net identifiable assets acquired

37,795

(1,038)

Goodwill

107,660

Net assets acquired

145,455

Goodwill is attributable to the high profitability of the acquired business. It will not be deductible for tax purposes.

Revenue attributable to Celebert ApS since the acquisition date amounted to DKK 11.6 million, and net profit amounted to DKK -0.2 million.

If the acquisition had occurred on 1 January 2025, consolidated pro-forma revenue and profit for the period ended 31 December 2025 would have been approximately DKK 135 million and DKK 3 million respectively.

These amounts have been calculated using the subsidiary’s results and adjusting them for:• differences in the accounting policies of the Group and the subsidiary

• the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 January 2025, together with the consequen-tial tax effects.

The fair value of trade receivables amounted to DKK 0.9 million. The gross contractual receivables amounted to DKK 1.0 million, of which DKK 0.1 million is considered uncollectible.

DKK’000

Purchase consideration - cash outflow

Purchase consideration paid in cash

80,000

Cash and cash equivalents in acquired subsidiaries

(6,613)

Reduction in the Group’s cash and cash equivalents in conjunction with acquisition

73,387

Transaction costs for the acquisition amounted to DKK 2.3 million and are presented under non-recurring items. Of the transaction costs, DKK 2.3 million was recognised in Q4 2025.

2025: Acquisition of four retail stores

On 1 January 2025, TCM Group completed the acquisition of the Svane Køkkenet retail stores in Aalborg and Hjørring. On 1 September 2025, TCM Group completed the acquisition of the AUBO retail store in Esbjerg and the Nettoline retail store in Kolding. The total consideration for the four retail stores amounted to DKK 2.7 million, which, based on the preliminary purchase price allocation (PPA), is assessed to correspond to the fair value of the acquired assets. Accord-ingly, no material goodwill has been recognised in connection with the transactions.

Notes to the consolidated financial statements (continued)

26. Acquisition of ENTITIES (business combinations) (continued)

TCM Group

79

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

DKK’000

Fair value

Acquired carrying amount

Assets and liabilities included in the acquisitions

Property, plant and equipment

736

736

Financial assets

12

12

Inventories

3,588

3,588

Trade receivables and other receivables

2,277

2,277

Accounts payable and other operating liabilities

(4,019)

(4,019)

Net identifiable assets acquired

2,594

2,594

Goodwill

90

Net assets acquired

2,684

2025: Acquisition and disposal of Svane Alnabru AS

On 18 December 2025, TCM Group acquired the remaining 40% of the shares in Svane Alnabru AS. The total considera-tion amounted to DKK 0.0 million. Before the aquisition, TCM Group exercised a committed capital increase of DKK 4.0 million, which was impaired to the book value of the company. On 22 December 2025, TCM Group sold 100% of the shares to an external party. The total consideration amounted to DKK 0.8 million, which corresponded to the book value.

2024: Acquisition of entities

There were no acquisitions in the year ending 31 December 2024.

27. Changes in liabilities attributable to financing activities

DKK’000

Mortgage

loans

Bank

loans

Total

Opening balance, 1 January 2025

36,456

215,365

251,821

Non-cash change

Amortisation of borrowing costs

4

530

534

4

530

534

Financing cash flows

Proceeds from loans

0

50,000

50,000

Repayment of loans

(1,240)

(20,000)

(21,240)

Changes in committed facility

0

75,616

75,616

(1,240)

105,616

104,376

Closing balance, 31 December 2025

35,220

321,511

356,731

DKK’000

Mortgage

loans

Bank

loans

Total

Opening balance, 1 January 2024

25,254

238,328

263,582

Non-cash change

Amortisation of borrowing costs

88

530

618

88

530

618

Financing cash flows

Proceeds from loans

36,757

0

36,757

Repayment of loans

(25,643)

(20,000)

(45,643)

Changes in committed facility

0

(3,493)

(3,493)

11,114

(23,493)

(12,379)

Closing balance, 31 December 2024

36,456

215,365

251,821

Notes to the consolidated financial statements (continued)

26. Acquisition of ENTITIES (business combinations) (continued)

TCM Group

80

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

28. Pledged assets, contingent liabilities and commitments

In respect of its commitment to Nykredit Bank, the Group has issued a pledge ban on the Group’s assets.

In respect of its financing agreements with Nykredit Bank, the Group has pledged company assets of DKK 100 million (2024: DKK 100 million) with charges on goodwill, property, plant and equipment (excluding land and buildings), inventories and trade receivables. The carrying amount of the pledged assets at 31 December 2025 was DKK 298.9 mil-lion (2024: DKK 273.6 million).

As collateral for debt to the mortgage lender, DKK 35.3 million (2024: DKK 36.5 million), land and buildings have been pledgedwith a carrying amount at 31 December 2025 of DKK 78.0 million (2024: DKK 79.8 million).

Guarantees related to AB92 - provision of work and supplies within building and engineering – amounted to DKK 7.4 million (2024: DKK 0.3 million).

The Group has contingent liabilities pertaining to subcontractor guarantees that arise in normal commercial opera-tions. No significant liabilities are expected to arise as a result of these contingent liabilities.

Other bank guarantees amounted to DKK 0.3 million (2024: DKK 0.3 million).

The Group has given a guarantee of maximum 12 months’ rent to a third party, corresponding to DKK 2.3 million (2024: DKK 2.2 million).

As of the balance sheet date, the Group has entered into non-cancellable agreements related to the future purchase of goods and services amounting to DKK 63 million (2024: DKK 77 million).

29. Related party transactions

Related parties with a controlling interest

As at 31 December 2025, there were no related parties with a controlling interest in the company.

Transactions between related parties

During the financial period, the Group had the following transactions with related parties:

See note 5 for information on remuneration of the Executive Management and the Board of Directors.

The Group had transactions with the associate Celebert ApS in the period 1 January to 25 November 2025. Transactions related to sales amounted to DKK 27.8 million (2024: DKK 45.6 million) and transactions related to administration fees amounted to DKK 0.2 million (2024: DKK 0.2 million).

The Group had transactions with the associate Svane Alnabru AS. Transactions related to sales amounted to DKK 7.0 million (2024: DKK 4.4 million) and transactions related to property leases amounted to DKK 1.8 million (2024: DKK 1.7 million).

There were no other transactions with related parties.

30. Events after the balance sheet date

No subsequent events have occurred that materially affect TCM Group’s financial position.

31. Companies in TCM Group

Business registration no.

Domicile

Share of equity

Parent company

TCM Group A/S

37291269

Holstebro

Subsidiaries

TCM Operations A/S

75924712

Holstebro

100%

AUBO Production A/S

28854846

Aulum

100%

Svane Køkkenet Aalborg ApS

45313948

Holstebro

100%

Svane Køkkenet Hjørring ApS

45313964

Holstebro

100%

Nettoline Kolding ApS

45839559

Kolding

100%

AUBO Køkken og Bad Esbjerg 010925 ApS

45837955

Esbjerg

100%

Celebert ApS

27428959

Aalborg

100%

Notes to the consolidated financial statements (continued)

TCM Group

81

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

2. STaff Costs

DKK’000

2025

2024

Total costs for employee benefits

Salaries and other remuneration

9,188

9,705

Social security costs

13

11

Pension costs – defined contribution plans

567

501

Total employee costs

9,768

10,217

The average number of employees in 2025 is 2 (2024: 2).

Other employee benefits for the Executive Management, including company cars and telephones, are presented as administrative expenses.

Remuneration and other benefits

DKK’000

Base salary/ Directors' fees

Variable remuneration, cash-based (STI)

Variable remuneration, share-based (LTI)

Other benefits

Pension costs

Total

Number of individuals

2025

Board of Directors

1,000

0

0

0

0

1,000

6

Executive Management

2,437

531

(94)

366

319

3,559

2

Total

3,437

531

(94)

366

319

4,559

8

2024

Board of Directors

1,019

0

0

0

0

1,019

6

Executive Management

2,299

916

536

322

271

4,344

2

Total

3,318

916

536

322

271

5,363

8

Refer to note 5 to the consolidated financial statements for a description of the short-term incentive (STI) and long- term incentive (LTI) programmes.

3. Audit fee

In addition to the statutory audit, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, the auditors appointed at the Annual General Meeting, provides other assurance engagements and other services to the company.

DKK’000

2025

2024

Specification by type of cost

Statutory audit

536

492

Other assurance engagements

0

0

Tax and indirect tax advisory

3

32

Other services

0

128

539

652

The fee for non-audit services delivered by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab to the company amounted to DKK 0.0 million in 2025. In 2024, the fee for non-audit services delivered by Pricewaterhouse- Coopers Statsautoriseret Revisionspartnerselskab to the company amounted to DKK 0.2 million and consisted of vari- ous accounting advisory services.

4. Financial income and expenses

DKK’000

2025

2024

Financial income

Interest income from subsidiaries

10,512

10,675

Total

10,512

10,675

Financial expenses

Interest expense on liabilities measured at amortised cost

13,826

19,913

Other financial costs

455

119

Total

14,281

20,032

Notes to the parent COMPANY financial statements (continued)

TCM Group

87

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

5. Corporation tax

DKK’000

Income

statement

Other

comprehensive income

Total comprehensive income

Tax for the year can be specified as follows:

Current tax

1,526

0

1,526

Change in deferred tax during the year

221

0

221

Total

1,747

0

1,747

Tax for the previous year can be specified as follows:

Current tax

2,895

0

2,895

Change in deferred tax during the year

247

0

247

Total

3,142

0

3,142

Reconciliation of the effective tax rate for the year can be specified as follows:

DKK’000

%

2025

%

2024

Tax rate

22.0

5,857

22.0

379

Non-taxable income

(28.5)

(7,590)

(204.3)

(3,520)

Non-deductible expenses

0.1

16

1.2

21

Other

(0.1)

(30)

(1.3)

(22)

Effective tax rate for the year

(6.6)

(1,747)

(182.4)

(3,142)

Non-taxable income relates primarily to adjustment of the contingent payment obligation and to dividends from subsidiaries.

6. Investments in subsidiaries

DKK’000

2025

2024

Investments in subsidiaries

Cost at start of year

665,399

665,399

Cost at end of year

665,399

665,399

Carrying amount at end of year

665,399

665,399

Investments in subsidiaries comprise: TCM Operations A/S, 100% AUBO Production A/S, 100%

See note 31 to the consolidated financial statements for a list of all companies in TCM Group.

The carrying amount of the parent’s investments in subsidiaries is tested for impairment if an indication of impair- ment exists. No indication of impairment has been identified.

Notes to the parent COMPANY financial statements (continued)

TCM Group

88

Annual report 2025

Performance Highlights

ESG

governance

Our business

At A Glance

Statements

Financial statements

7. Changes in liabilities attributable to the financing activities

DKK’000

Bank loans

Total

Opening balance, 1 January 2025

215,365

215,365

Non-cash change

Amortisation of borrowing costs

125

125

125

125

Financing cash flows

Repayment of loans

(20,000)

(20,000)

Changes in committed facility

76,021

76,021

56,021

56,021

Closing balance, 31 December 2025

271,511

271,511

Opening balance, 1 January 2024

238,328

238,328

Non-cash change

Amortisation of borrowing costs

119

119

119

119

Financing cash flows

Repayment of loans

(20,000)

(20,000)

Changes in committed facility

(3,082)

(3,082)

(23,082)

(23,082)

Closing balance, 31 December 2024

215,365

215,365

8. Guarantees, contingent liabilities and collateral

In respect of the Group’s commitment to Nykredit Bank, the company has issued a pledge ban on all assets.

TCM Group A/S is the management company under the Danish joint taxation scheme. Under the Danish Corporation Tax Act regulations and with effect from the 2016 financial year, TCM Group A/S is therefore liable for any income taxes, etc. for the jointly taxed companies and for any obligations to withhold tax at source on interest, royalties and returns for the jointly taxed companies.

9. Related parties

For a specification of related parties, refer to notes 29 and 31 to the consolidated financial statements.

See note 5 to the consolidated financial statements for information on remuneration of the Executive Management and the Board of Directors.

The management fees from subsidiaries in the financial year amounted to DKK 9.2 million (2024: DKK 8.9 million).

Intra-group transactions are carried out on arm’s length principles.

Aside from this, no transactions with the Executive Management, major shareholders or other related parties took place during the year.

10. Events after the balance sheet date

No subsequent events have occurred that materially affect TCM Group’s financial position.

Notes to the parent COMPANY financial statements (continued)

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11. Accounting policies

These parent financial statements have been prepared under the historical cost convention and are presented in accordance with IFRS accounting standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.

Description of accounting policies applied

The accounting policies applied by the parent differ from the accounting policies described for the consoli- dated financial statements (see note 1 to the consoli- dated financial statements) as follows:

Dividend income

Distribution of profits accumulated by subsidiaries is taken to income in the parent’s income statement in the financial year in which the dividend is received. If a divi- dend is distributed that exceeds the subsidiary’s com- prehensive income for the year, an impairment test is performed.

Investments in subsidiaries

Investments in subsidiaries are measured at cost in the parent financial statements. If an indication of impair- ment exists, an impairment test is performed as described in the accounting policies for the consolidated financial statements. If the carrying amount exceeds the recoverable amount, investments are written down to such lower amount.

12. Financial risks

Translation exposure

The company does not have any subsidiaries in foreign countries, hence there is no translation exposure.

Credit risk

The company does not have any external activities. No material credit risk has been identified. The company has receivables from its subsidiaries as a result of inter- company financing. No significant risk has been identi- fied on these receivables.

Financial exposure

The Group maintains three credit facilities with Nykredit Bank:

1) DKK 220 million committed facility: This facility has been extended by 1 year and expires in March 2027. It includes one further 1-year extension option available on similar terms.

2) DKK 110 million committed facility: Established in 2023 to support the acquisition of AUBO Production A/S, this facility has been extended by 2 years and expires in 2028.

3) DKK 50 million uncommitted facility: This 1-year facility expires in March 2026.

The facility agreements with Nykredit Bank contain a leverage covenant of 4.0 for the remaining financing period. No covenants were breached during the period.

Interest rate risk

It is Group policy to fully or partially hedge interest rate risks on loans when it is assessed that the debt is mate- rial. The Group manages interest rate risk by maintain- ing an appropriate mix of fixed- and floating-rate bor- rowings, and using interest rate swaps.

The interest rates on the Nykredit facilities are currently variable.

For the company’s floating-rate cash and cash equiva- lents and debt to banks, an increase in interest rate level of 1% p.a. relative to the actual interest rates would have had a negative impact on the profit for the year and on equity at 31 December 2025 of DKK 2.6 million (2024: DKK 2.5 million).

Assumptions for analysis of interest rate sensitivity

The stated sensitivities are calculated on the basis of the financial assets and liabilities recognised at 31 December 2025. No adjustments have been made for instalments, raising of loans, etc. during the course of the year.

The computed expected fluctuations are based on the current market situation and expectations for market developments in interest rates.

Capital management

The Board of Directors has adopted a dividend policy with a target payout ratio of 40-60% of consolidated net profit for the year.

Liquidity risks

Liquidity is controlled centrally with the aim of using available liquidity efficiently, while keeping necessary reserves available. Available liquidity comprised DKK 108 million at 31 December 2025 (2024: DKK 204 million).

Notes to the parent COMPANY financial statements (continued)

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements for 2025. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the key audit matter

Acquisition of the remaining equity interest in Celebert ApS

The remaining 55% of the shares in Celebert ApS were acquired with accounting effect as of 25 November 2025. When obtaining control of Celebert ApS, TCM Group A/S prepared a purchase price allocation (’PPA’) for the acquisition, resulting in assets and liabilities being separately recognised and valued in the opening balance.

In order to determine the fair value of the separately identified assets and liabilities in a business combination, the valuation methodologies require input based on assumptions about the future and applied discounted cash flow forecasts, including WACC and growth in revenue and profit margin. The significant estimates mainly relate to assessing the fair value of acquired Design rights and brand/Domain value.

We focused on the PPA because of the significance of the amounts and because the PPA requires significant judgements and estimates by Management.

Reference is made to note 26 in the Consolidated Financial Statements.

Our audit procedures included assessing the appropriateness of the accounting policies for business combinations applied by Management and assessing compliance with applicable financial reporting standards.

We challenged and assessed the completeness of identified assets and liabilities assumed as part of the PPA.

We involved our internal specialists in assessing the valuation methodologies and WACC used by management and the valuation of the acquired assets and liabilities.

We challenged the significant assumptions used to determine the fair value of the acquired assets and liabilities in the business combination, including the fair value of acquired Design rights and brand/Domain value.

Finally, we assessed the adequacy of disclosures relating to the business combination.

Key audit matter

How our audit addressed the key audit matter

Impairment test of goodwill and brand

At 31 December 2025 the Group’s intangible assets amount to DKK 872,081 thousand primarily related to goodwill of DKK 519,748 thousand and brand of DKK 219,356 thousand.

Impairment tests related to goodwill and brand include significant judgement and estimation by Management, including determination of future growth rates for revenue, profit margins and investments in the budget and forecast periods, as well as royalty rate and discount rate.

We focused on impairment tests related to goodwill and brand as impairment tests are complex and associated with subjectivity in the determination of significant assumptions and data used.

We refer to note 12 in the consolidated financial statements.

We considered the appropriateness of the accounting policies for assessing the recoverability of the carrying amount of goodwill and brand.

Our audit procedures included assessment of the applied impairment model with focus on significant assumptions in determination of future cash flows, including growth rates for revenue, profit margins and investments in the budget and forecast periods, as well as royalty rate and discount rate used.

We assessed sensitivity analysis performed by Management to evaluate the impact of reasonable changes in key assumptions.

Further, we evaluated the accuracy in Management’s estimates by comparing the budget for 2025 with actual figures.

We also assessed the appropriateness of the disclosures related to impairment tests.

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Statement on the Management Review

Management is responsible for Management’s Review.

Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assur-ance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Moreover, we considered whether Management’s Review includes the disclosures required by the Danish Financial State-ments Act.

Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Finan-cial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review.

Management’s responsibilities for the Financial Statements

Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU and fur-ther requirements in 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 Group’s and the Parent Compa-ny’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or the Parent 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. Rea-sonable 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 in accordance with ISAs and the additional requirements applicable in Denmark, we exercise pro-fessional 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.

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 Group’s and the Parent 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 and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent 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 Group or the Parent Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content 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 group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical require-ments regarding independence, and to communicate with them all relationships and other matters that may reasona-bly be thought to bear on our independence and, where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.

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Report on compliance with the ESEF Regulation

As part of our audit of the Financial Statements we performed procedures to express an opinion on whether the annual report of TCM Group A/S for the financial year 1 January to 31 December 2025 with the filename tcm-group-2025-12-31-en.zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the Consolidated Financial Statements including notes.

Management is responsible for preparing an annual report that complies with the ESEF Regulation. This responsibil-ity includes:

The preparing of the annual report in XHTML format;

The selection and application of appropriate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information required to be tagged using judgement where necessary;

Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human-readable format; and

For such internal control as Management determines necessary to enable the preparation of an annual report that is compliant with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance on whether the annual report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include:

Testing whether the annual report is prepared in XHTML format;

Obtaining an understanding of the company’s iXBRL tagging process and of internal control over the tagging process;

Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements including notes;

Evaluating the appropriateness of the company’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified;

Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and

Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements.

In our opinion, the annual report of TCM Group A/S for the financial year 1 January to 31 December 2025 with the file name tcm-group-2025-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation.

Aarhus, 26 February 2026

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab CVR No. 33771231

Claus Lindholm Jacobsen Claus Lyngsø Sørensen State Authorised Public Accountant State Authorised Public Accountant mne23328 mne34539

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