Actona Group A/S - Annual Report for 1 September 2024


Contents


Management’s statement and Auditor’s report
Management’s statement		1
Independent Auditor’s report		2
Management’s review
Company information		4
Financial Highlights		5
Management's review		6
Financial Statements
Income statement 1 September 2024 - 31 August 2025		7
Balance sheet 31 August 2025		8
Statement of changes in equity		10
Cash flow statement 1 September 2024 - 31 August 2025		11
Notes to the Financial Statements		12


Management’s statement

The Executive Board and Board of Directors have today considered and adopted the Annual Report of Actona Group A/S for the financial year 1 September 2024 - 31 August 2025.

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

In our opinion the Financial Statements and the Consolidated Financial Statements give a true and fair view of the financial position at 31 August 2025 of the Company and the Group and of the results of the Company and Group operations and of consolidated cash flows for 2024/25.

In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review.

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

Holstebro

, 17 December 2025

Executive Board

Jimmi Mortensen

CEO

Board of Directors

Jesper Lund

Mathias Jessen Christiansen

Ole Lund Andersen

Chairman


Independent Auditor’s report

To the shareholders of Actona Group A/S

Opinion

In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of the Group and the Parent Company at 31 August 2025 and of the results of the Group’s and the Parent Company’s operations as well as of the consolidated cash flows for the financial year 1 September 2024 - 31 August 2025 in accordance with the Danish Financial Statements Act.

We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Actona Group A/S for the financial year 1 September 2024 - 31 August 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies, for both the Group and the Parent Company, as well as consolidated statement of cash flows (”the Financial Statements”).

Basis for Opinion

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

Statement on Management’s 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 assurance 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 during the audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether Management’s Review provides the information required under the Danish Financial Statements Act.

Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial 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 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.


Independent Auditor’s report

Auditor’s responsibilities for the audit of the Financial Statements

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

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

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

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

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

Plan and perform the 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 and the Parent Company 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.

Herning , 17 December 2025

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

CVR No 33 77 12 31

Henrik Kragh		Carsten Jensen
State Authorised Public Accountant		State Authorised Public Accountant
mne26783		mne10954


Company information

The Company

Actona Group A/S

Smedegårdvej 6

DK- 7500 Holstebro

Telephone: + 45 96135111

Email: info@actonagroup.com

Website: www.actonagroup.com

CVR No: 12 14 37 45

Financial period: 1 September 2024 - 31 August 2025

Municipality of reg. office: Holstebro

Board of Directors

Jesper Lund, chairman

Mathias Jessen Christiansen

Ole Lund Andersen

Executive Board

Jimmi Mortensen

Auditors

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

Platanvej 4

DK- 7400 Herning


Financial Highlights

Seen over a 5-year period, the development of the Group is described by the following financial highlights:

Group

(TDKK)

2024/25

2023/24

2022/23

2021/22

2020/21

Key figures

Profit/loss

Revenue

2,477,215

2,671,693

2,855,668

2,685,773

2,425,108

Gross profit

535,518

706,305

758,426

626,686

556,645

Profit/loss before depreciation, amortisation and financial income and expenses (EBITDA)

29,042

225,085

287,966

259,139

283,467

Profit/loss before financial income and expenses (EBIT)

-56,277

139,805

203,515

225,873

271,260

Profit/loss of financial income and expenses

-13,703

-89,768

- 24,361

- 753

- 4,772

Net profit/loss for the year

-86,133

11,213

127,298

168,780

208,485

Balance sheet

Balance sheet total

1,319,661

1,496,537

1,535,105

1,756,505

706,987

Investment in property, plant and equipment

20,273

19,912

15,118

8,593

6,272

Equity

565,446

651,116

628,659

477,276

221,047


Number of employees		2,396		2,626		3,110		2,331		1,399

Ratios

Gross margin

21.6 %

26.4 %

26.6 %

23.3 %

23.0 %

EBIT

- 2.3 %

5.2 %

7.1 %

8.4 %

11.2 %

EBITDA

1.2 %

8.4 %

10.1 %

9.6 %

11.7 %

Return on assets

- 4.3 %

9.3 %

13.3 %

12.9 %

38.4 %

Solvency ratio

42.8 %

43.5 %

41.0 %

27.2 %

31.3 %

Return on equity

- 14.2 %

1.8 %

23.0 %

48.3 %

95.1 %


Management's review

Key activities

Actona Group's main activity is design, production, trading, and distribution of furniture for retail chains in more than 90 countries.

Development in the year

Revenue amounts DKK 2,5bn compared to DKK 2,7bn in 2023/24. EBITDA amounts DKK 29m. compared to DKK 225m last year. Profit before tax amounts DKK -70m. compared to DKK 50 m. last year. Equity as of 31 August 2025 is DKK 565m.

The financial result was this year impacted by a significant investment in the future by launching a multi-year transformation and integration program, which is expected to be fully implemented in the end of 2027. Beside this the manufacturing site in China is closed with the aim to centralize production capabilities in Europe. The total one-off cost sums up to DKK 80m during FY24/25.

The past year and follow-up on development expectations from last year

While expectations were in line with the performance levels of financial year 2023/24 the revenue declined by 7% this year. The decline is primarily due to intensified price competition and falling volumes in several markets, including the DACH region. The result is also lower than expected primarily because of the special cost mentioned above.

Development expectations

Given the early phase of the transformation, the program will require further investment during financial year 2025/26, which will have a noteworthy impact on the financial results. Actona Group expects to realize revenue in line with the 2024/25 level and a profit of approximately DKK 0m before tax. While Actona Group expects the macroeconomic environment to remain volatile and to continue influencing consumer behavior throughout financial year 2025/26, the Group remains firmly committed to returning to profitable growth by maintaining strong focus on the ongoing transformation and integration initiatives across the business.

Special risks

Actona Group faces no specific market risks beyond the general exposure to fluctuations in raw material prices, freight rates, and global demand for furniture.

Actona Group’s international operations expose profit, cash flow, and equity to fluctuations in exchange rates across multiple currencies. As a general principle, currency risks related to the purchase and sale of furniture or investments in foreign subsidiaries are not hedged.

Statement of corporate social responsibility

The Company’s corporate social responsibility report is included in the statutory corporate social responsibility (CSR) statement of the Group. Reference is made to Management’s Review in the Annual Report 2024/25 of Lars Larsen Group A/S, CVR No. 86 00 15 19, which may be obtained from www.cvr.dk.

Statement on data ethics

The statement required under section 99(d) of the Danish Financial Statements Act are contained in the Consolidated financial statements of Lars Larsen Group A/S, CVR No. 86 00 15 19, which may be obtained from www.cvr.dk.


Income statement 1 September 2024 - 31 August 2025

7

Group

Parent company

(TDKK)

Note

2024/25

2023/24

2024/25

2023/24

Revenue

1

2,477,215

2,671,693

1,468,877

1,550,308

Other operating income

1,221

1,879

20,482

17,190

Expenses for raw materials and consumables

2

- 1,639,722

- 1,726,230

- 1,165,700

- 1,153,716

Other external expenses

2

- 303,196

- 241,037

- 136,756

- 95,440

Gross profit				535,518		706,305		186,903		318,342

Staff expenses

2 , 3

- 506,399

- 481,001

- 157,637

- 159,978

Amortisation, depreciation and impairment losses of intangible assets and property, plant and equipment

2

- 85,319

- 85,499

- 11,373

- 11,868

Other operating expenses

- 77

0

- 77

0

Profit/loss before financial income and expenses				- 56,277		139,805		17,816		146,496

Income from investments in subsidiaries

2 , 4

0

- 90,672

- 17,308

Financial income

5

1,272

1,052

1,192

826

Financial expenses

6

- 14,975

- 90,820

- 12,167

- 89,874

Profit/loss before tax				- 69,980		50,037		- 83,831		40,140

Tax on profit/loss for the year

7

- 16,153

- 38,824

- 2,302

- 28,927

Net profit/loss for the year		8		- 86,133		11,213		- 86,133		11,213


Balance sheet 31 August 2025

Assets

Group

Parent company

(TDKK)

Note

2024/25

2023/24

2024/25

2023/24

Software

9,863

11,547

3,858

4,427

Goodwill

263,087

302,739

0

Prepayment

1,871

800

1,871

800

Intangible assets		9		274,821		315,086		5,729		5,227

Land and buildings

320,553

337,832

66,373

72,844

Other fixtures and fittings, tools and equipment

67,734

66,902

4,714

5,400

Leasehold improvements

4,008

5,269

0

Property, plant and equipment in progress

731

5,681

0

Property, plant and equipment		10		393,026		415,684		71,087		78,244

Investments in subsidiaries

11

0

762,829

875,282

Other receivables

12

1,571

2,998

42

Fixed asset investments				1,571		2,998		762,871		875,324

Fixed assets				669,418		733,768		839,687		958,795

Inventories		13		295,210		302,304		117,624		130,001

Trade receivables

182,017

211,166

100,385

118,210

Receivables from group enterprises

71,350

75,097

59,465

80,325

Other receivables

29,054

33,359

534

555

Deferred tax asset

16

15,666

30,499

0

Corporation tax

5,627

4,969

0

Prepayments

14

10,867

10,723

6,778

7,604

Receivables				314,581		365,813		167,162		206,694

Cash at bank and in hand				40,452		94,652		3,261		1,420

Current assets				650,243		762,769		288,047		338,115

Assets				1,319,661		1,496,537		1,127,734		1,296,910


Balance sheet 31 August 2025

Liabilities and equity

Group

Parent company

(TDKK)

Note

2024/25

2023/24

2024/25

2023/24

Share capital

15

967

Reserve for exchange rate conversion

31,015

30,649

31,015

30,649

Retained earnings

533,464

619,500

533,464

619,500

Equity				565,446		651,116		565,446		651,116

Provision for deferred tax

16

22,412

26,172

2,660

4,921

Other provisions

17

1,236

0

Provisions				23,648		26,172		2,660		4,921

Mortgage loans

28,699

33,879

28,699

33,879

Credit institutions

0

32,219

0

Long-term debt		18		28,699		66,098		28,699		33,879

Mortgage loans

18

5,079

4,673

5,079

4,673

Credit institutions

18

35,297

19,676

1,522

3,567

Lease obligations

323

291

0

Prepayments received from customers

1,796

2,091

0

Trade payables

215,240

216,217

138,241

134,177

Payables to group enterprises

289,318

370,615

303,082

391,956

Corporation tax

4,520

28,907

4,515

28,083

Other payables

150,295

110,681

78,490

44,538

Short-term debt				701,868		753,151		530,929		606,994

Debt				730,567		819,249		559,628		640,873

Liabilities and equity				1,319,661		1,496,537		1,127,734		1,296,910

Contingent assets, liabilities and other financial obligations

21

Related parties

22

Fee to auditors appointed at the general meeting

23

Subsequent events

24

Accounting Policies

25


Statement of changes in equity

10

Group

(TDKK)

Share capital

Reserve for exchange rate conversion

Retained earnings

Total

Equity at 1 September	967	30,649	619,500	651,116
Exchange adjustments relating to foreign entities	0	366	0	366
Other equity movements	0	0	124	124
Tax on equity movements	0	0	- 27	- 27
Net profit/loss for the year	0	0	- 86,133	- 86,133
Equity at 31 August	967	31,015	533,464	565,446

Parent company

(TDKK)

Share capital

Reserve for exchange rate conversion

Retained earnings

Total

Equity at 1 September	967	30,649	619,500	651,116
Exchange adjustments relating to foreign entities	0	366	0	366
Other equity movements	0	0	124	124
Tax on equity movements	0	0	- 27	- 27
Net profit/loss for the year	0	0	- 86,133	- 86,133
Equity at 31 August	967	31,015	533,464	565,446


Cash flow statement 1 September 2024 - 31 August 2025

11

Group

(TDKK)

Note

2024/25

2023/24

Result of the year

- 86,133

11,213

Adjustments

19

115,456

227,145

Change in working capital

20

83,879

- 29,405

Cash flow from operations before financial items 113,202 208,953

Financial income

1,272

1,052

Financial expenses

- 15,125

- 98,398

Cash flows from ordinary activities 99,349 111,607

Corporation tax paid

- 30,152

- 41,882

Cash flows from operating activities 69,197 69,725

Purchase of intangible assets

- 3,974

- 3,642

Purchase of property, plant and equipment

- 18,337

- 20,182

Fixed asset investments made etc

1,427

7,224

Sale of property, plant and equipment

0

611

Cash flows from investing activities - 20,884 - 15,989

Repayment of mortgage loans

- 4,774

- 4,448

Repayment of loans from credit institutions

- 16,598

- 11,018

Reduction of lease obligations

32

- 1,088

Repayment of payables to group enterprises

- 81,297

- 35,065

Other equity entries

124

- 2,029

Cash flows from financing activities - 102,513 - 53,648

Change in cash and cash equivalents - 54,200 88

Cash and cash equivalents at 1 September

94,652

94,564

Cash and cash equivalents at 31 August 40,452 94,652

Cash and cash equivalents are specified as follows:

Cash at bank and in hand

40,452

94,652

Cash and cash equivalents at 31 August 40,452 94,652


Notes to the Financial Statements

12

1.

Revenue

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Geographical segments

Europe

2,238,028

2,391,471

1,302,800

1,361,179

Rest of the world

239,187

280,222

166,077

189,129

		2,477,215		2,671,693		1,468,877		1,550,308

Business segments

Goods for Resale

1,130,500

1,172,700

1,130,500

1,172,700

Upholstery

1,346,715

1,498,993

338,377

377,608

		2,477,215		2,671,693		1,468,877		1,550,308

2.

Special items

The financial result was this year impacted by a significant investment in the future by launching a multi-year transformation and integration program, which is expected to be fully implemented in the end of 2027. Beside this we have closed the manufacturing site in China with the aim to centralize production capabilities in Europe. The total cost to these investments sums up to DKK 80m during FY24/25

In Parent company income statement these cost costs have been recognized with mDKK 1,6 in Expenses for raw material and consumables, mDKK 41,1 in Other External expenses, mDKK 12,5 in Staff expenses and mDKK 24,8 in Income from investments in subsidiaries.

In Group income statement these cost costs have been recognized with mDKK 2,4 in Expenses for raw material and consumables, mDKK 46,9 in Other External expenses, mDKK 30,1 in Staff expenses and mDKK 0,6 in depreciations.


Notes to the Financial Statements

13

3.

Staff expenses

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Wages and salaries

424,374

399,037

138,107

138,338

Pensions

12,383

12,639

11,973

12,247

Other social security expenses

62,791

61,227

4,165

4,834

Other staff expenses

6,851

8,098

3,392

4,559

		506,399		481,001		157,637		159,978

Including remuneration to the Executive Board and Board of Directors		5,290		5,600		5,290		5,600

Average number of employees		2,396		2,626		243		254

4.

Income from investments in subsidiaries

Parent company

(TDKK)

2024/25

2023/24

Share of profits

0

22,248

Share of losses

-51,264

0

Amortisation of goodwill

-39,650

-39,651

Change in intercompany profit on inventories purchased within the Group

242

95

-90,672 -17,308

5.

Financial income

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Interest from group enterprises

0

10

0

Other financial income

1,272

1,052

1,182

826

		1,272		1,052		1,192		826


Notes to the Financial Statements

14

6.

Financial expenses

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Interest to group enterprises

9,523

15,313

9,523

15,313

Adjustment of the purchase price from the acquisition of a subsidiary (special item)

0

72,095

0

72,095

Other financial expenses

5,452

3,412

2,644

2,466

		14,975		90,820		12,167		89,874

7.

Income tax expense

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Current tax for the year

5,116

32,795

4,590

28,728

Deferred tax for the year

11,075

7,823

- 2,261

433

Adjustment of tax concerning previous years

- 11

- 1,829

0

- 269

Adjustment of deferred tax concerning previous years

0

34

0

34

		16,180		38,823		2,329		28,926

thus distributed:

Income tax expense

16,153

38,824

2,302

28,927

Tax on equity movements

27

- 1

27

- 1

		16,180		38,823		2,329		28,926

8.

Profit allocation

Parent company

(TDKK)

2024/25

2023/24

Retained earnings

- 86,133

11,213

-86,133 11,213


Notes to the Financial Statements

15

9.

Intangible fixed assets

		Group						Parent company
(TDKK)		Software		Goodwill		Prepayment		Software		Prepayment

Cost at 1 September	47,156	397,553	800	10,983	800
Exchange adjustment	- 18	0	0	0	0
Additions for the year	2,838	0	1,071	2,572	1,071
Disposals for the year	- 899	0	0	- 358	0
Cost at 31 August	49,077	397,553	1,871	13,197	1,871

Impairment losses and amortisation at 1 September	35,609	94,814	0	6,557	0
Exchange adjustment	- 30	0	0	0	0
Amortisation for the year	4,530	39,652	0	2,782	0
Reversal of impairment and amortisation of sold assets	- 895	0	0	0	0
Impairment losses and amortisation at 31 August	39,214	134,466	0	9,339	0

Carrying amount at 31 August	9,863	263,087	1,871	3,858	1,871

Amortised over	3-5 years	10 years		3-5 years


Notes to the Financial Statements

16

10.

Property, plant and equipment

Group

Parent company

(TDKK)

Land and buildings

Other fixtures and fittings, tools and equipment

Leasehold improvements

Property, plant and equipment in progress

Land and buildings

Other fixtures and fittings, tools and equipment

Cost at 1 September	527,324	221,788	19,393	5,681	197,521	20,534
Exchange adjustment	239	61	128	17	0	0
Additions for the year	377	9,116	424	10,356	377	1,332
Disposals for the year	0	- 12,319	- 6,706	0	0	- 1,712
Transfers for the year	715	14,593	15	- 15,323	0	0
Cost at 31 August	528,655	233,239	13,254	731	197,898	20,154

Impairment losses and depreciation at 1 September	189,492	154,886	14,123	0	124,678	15,133
Exchange adjustment	- 100	- 5	9	0	0	0
Depreciation for the year	18,710	20,653	1,150	0	6,847	1,705
Impairment and depreciation of sold assets for the year	0	0	0	0	0	- 1,398
Reversal of impairment and depreciation of sold assets	0	- 10,029	- 6,036	0	0	0
Impairment losses and depreciation at 31 August	208,102	165,505	9,246	0	131,525	15,440

Carrying amount at 31 August	320,553	67,734	4,008	731	66,373	4,714

Amortised over	25 years	3-15 years	5-10 years		25 years	3-15 years


Notes to the Financial Statements

17

11.

Investments in subsidiaries

Parent company

(TDKK)

2024/25

2023/24

Cost at 1 September

941,252

948,587

Net effect from merger and acquisition

0

- 7,335

Additions for the year

7,689

0

Cost at 31 August 948,941 941,252

Value adjustments at 1 September

- 65,970

11,661

Net effect from merger and acquisition

0

829

Exchange adjustment

365

13,275

Net profit/loss for the year

- 51,264

22,247

Dividend to the Parent Company

- 29,835

- 72,398

Fair value adjustment of hedging instruments for the year

0

- 2,029

Amortisation of goodwill

- 39,650

Change in intercompany profit on inventories

242

95

Value adjustments at 31 August - 186,112 - 65,970

Carrying amount at 31 August 762,829 875,282

Investments in subsidiaries are specified as follows:

Name

Place of registered office

Share capital

Ownership

Actona Seating Ltd. (without activity as of the balance sheet date)

China

TUSD 2.700

100 %

Actona Direct Ltd.

China

TCNY 503

100 %

Actona Poland Sp. z.o.o

Poland

TPLN 1.000

100 %

Actona Lithuania UAB

Lithuania

TEUR 3

100 %

Theca Vertriebsgesellschaft mbH

Germany

TEUR 50

100 %

Theca Schweiz GmbH

Switzerland

TCHF 20

100 %

S.C. Actona Ukraine

Ukraine

TUAH 7.093

100 %


Notes to the Financial Statements

18

12.

Other fixed asset investments

		Group		Parent company
(TDKK)		Other receivables		Other receivables

Cost at 1 September	2,998	42
Disposals for the year	- 1,427	0
Cost at 31 August	1,571	42

Carrying amount at 31 August	1,571	42

13.

Inventories

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Raw materials and consumables

117,050

108,838

0

Work in progress

14,517

14,866

0

Finished goods and goods for resale

163,110

177,920

117,624

130,001

Prepayments for goods

533

680

0

		295,210		302,304		117,624		130,001

14.

Prepayments

Prepayments consist of prepaid expenses concerning rent, insurance premiums, subscriptions etc.

15.

Share capital

The share capital consists of 966,500 shares of a nominal value of TDKK 1. No shares carry any special rights.


Notes to the Financial Statements

19

16.

Provision for deferred tax

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Deferred tax liabilities at 1 September

-4,327

-11,540

4,921

4,612

Amounts recognised in the income statement for the year

11,075

7,823

-2,261

433

Amounts recognised in equity for the year

-2

-610

0

-124

Deferred tax liabilities at 31 August		6,746		-4,327		2,660		4,921

Recognised in the balance sheet as follows:

Assets

15,666

30,499

0

Provisions

-22,412

-26,172

-2,660

-4,921

		6,746		-4,327		2,660		4,921

17.

Other provisions

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

The Company provides warranties of on some of its products and is therefore obliged to repair or replace goods which are not satisfactory. Based on previous experience in respect of the level of repairs and returns, other provisions of TDKK 1.236 have been recognised for expected warranty claims.

Other provisions

1,236

0

		1,236		0		0		0

The provisions are expected to mature as follows:

Provisions falling due after 5 years

0

		0		0		0		0


Notes to the Financial Statements

20

18.

Long-term debt

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

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

The debt falls due for payment as specified below:

Mortgage loans

After 5 years

7,188

12,597

7,188

12,597

Between 1 and 5 years

21,511

21,282

21,511

21,282

Long-term part		28,699		33,879		28,699		33,879

Within 1 year

5,079

4,673

5,079

4,673

		33,778		38,552		33,778		38,552

Credit institutions

After 5 years

0

Between 1 and 5 years

0

32,219

0

Long-term part		0		32,219		0		0

Within 1 year

1,459

0

Other short-term debt to credit institutions

33,838

19,676

1,522

3,567

		35,297		51,895		1,522		3,567

19.

Cash flow statement - Adjustments

Group

(TDKK)

2024/25

2023/24

Financial income

- 1,272

- 1,052

Financial expenses

14,975

90,820

Depreciation, amortisation and impairment losses, including losses and gains on sales

85,234

85,278

Tax on profit/loss for the year

16,153

38,824

Exchange adjustments

366

13,275

115,456 227,145


Notes to the Financial Statements

21

20.

Cash flow statement - Change in working capital

Group

(TDKK)

2024/25

2023/24

Change in inventories

7,094

9,368

Change in receivables

37,057

- 36,890

Change in other provisions

1,236

0

Change in trade payables, etc

38,492

- 1,880

Fair value adjustments of hedging instruments

0

- 3

83,879 - 29,405

21.

Contingent assets, liabilities and other financial obligations

Group

Parent company

(TDKK)

2024/25

2023/24

2024/25

2023/24

Charges and security

The following assets have been placed as security with mortgage credit institutes:

Land and buildings with a carrying amount of		66,373		72,844		66,373		72,844

Cash at bank and in hand		2		2		2		2

Rental and lease obligations

Lease obligations under operating leases. Total future lease payments:

Within 1 year

3,318

3,240

3,418

3,240

Between 1 and 5 years

4,261

4,700

4,261

4,545

		7,579		7,940		7,679		7,785

Buildings with noncancellable periods up to 5 years		71,611		87,748		100		155

Other contingent liabilities

Contracts concerning delivery of software have been entered into a value of		2,400		2,500		0		0

The Danish entreprises of the group are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of Lars Larsen Group A/S, which is the management company of the joint taxation purposes.

In order to hedge the payment of interest on mortgage loans of DKK 33,8 million, the Company has entered into interest rate swaps. At the balance sheet date, the contracts have a negative value of DKK 0,2 million that has been recognised in equity.

Lars Larsen Group A/S has entered a cash pool agreement for Lars Larsen Group A/S of 31 August 2025 mDKK 0 have been drawn. As a participant in the cash pool agreement Actona Group A/S has provided the credit institutions with a guarantee of payment as security for Lars Larsen Group A/S' obligations pursuant to the cash pool agreement.


Notes to the Financial Statements

21.

Contingent assets, liabilities and other financial obligations (continued)

Actona Group A/S has provided security for bank debt with Actona Lithuania. The security is maximized to DKK 22,5 mio. as of 31 August 2025 DKK 1,5 mio. have been drawn.

As part of usual business, the company is a part to disputes and lawsuits. In such cases, it is assessed to what extent the cases may entail obligations for the company and the likelihood of this.

22.

Related parties and disclosure of consolidated financial statements

Basis

Controlling interest

Lars Larsen Group A/S

Silkeborg, ultimate owner

Transactions

The Company has chosen only to disclose transactions which have not been made on an arm's length basis in accordance with section 98(c)(6) of the Danish Financial Statements Act.

There have been no transactions with the Supervisory Board, the Executive Board, senior officers, significant shareholders, group enterprises or other related parties, except for intercompany transactions and normal management remuneration, all of which are concluded on arm's length terms, why they are not disclosed in accordance with section 98 c of the Danish Financial Statements Act.

Consolidated Financial Statements

The Company is included in the Group Annual Report of:

Name

Place of registered office

Lars Larsen Group A/S, CVR-nr: 86001519

Randersvej 2C, 8600 Silkeborg, Denmark

23.

Fee to auditors appointed at the general meeting

Group

(TDKK)

2024/25

2023/24

PricewaterhouseCoopers

Audit fee

1,324

1,461

Tax advisory services

432

803

Non-audit services

58

359

1,814 2,623

Other auditors

Audit fee

211

76

Non-audit services

182

5

393 81


Notes to the Financial Statements

24.

Subsequent events

No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date.


Notes to the Financial Statements

25.

Accounting policies

The Annual Report of Actona Group A/S for 2024/25 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to large enterprises of reporting class C.

The accounting policies applied remain unchanged from last year.

The Consolidated Financial Statements and the Parent Company Financial Statements for 2024/25 are presented in TDKK.

Comparative Group figures for expenses for raw materials and consumables and staff expenses have been reclassified by DKK 196,9 million. Profit and equity are not affected by the reclassification.

Financial Highlights for gross profit for the years 2020/21, 2021/22 and 2022/23 have been changed in relation to above.

Recognition and measurement

The Financial Statements have been prepared under the historical cost method.

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

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

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

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

Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any repayments and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period.

Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date.

Basis of consolidation

The Consolidated Financial Statements comprise the Parent Company, Actona Group A/S, and subsidiaries in which the Parent Company directly or indirectly holds more than 50% of the votes or in which the Parent Company, through share ownership or otherwise, exercises control. Enterprises in which the Group holds between 20% and 50% of the votes and exercises significant influence but not control are classified as associates.

On consolidation, items of a uniform nature are combined. Elimination is made of intercompany income and expenses, shareholdings, dividends and accounts as well as of realised and unrealised profits and losses on transactions between the consolidated enterprises.

The Parent Company's investments in the consolidated subsidiaries are set off against the Parent Company's share of the net asset value of subsidiaries stated at the time of consolidation.


Notes to the Financial Statements

25.

Accounting policies (continued)

Business combinations

Pooling of interests

Intragroup business combinations are accounted for under the pooling-of-interests method. Under this method, the two enterprises are combined at carrying amounts, and no differences are identified. Any consideration which exceeds the carrying amount of the acquired enterprise is recognised directly in equity. The pooling-of-interests method is applied as if the two enterprises had always been combined by restating comparative figures.

Leases

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership (finance leases) are recognised in the balance sheet at the lower of the fair value of the leased asset and the net present value of the lease payments computed by applying the interest rate implicit in the lease or an alternative borrowing rate as the discount rate. Assets acquired under finance leases are depreciated and written down for impairment under the same policy as determined for the other fixed assets of the Group.

The remaining lease obligation is capitalised and recognised in the balance sheet under debt, and the interest element on the lease payments is charged over the lease term to the income statement.

All other leases are considered operating leases. Payments made under operating leases are recognised in the income statement on a straight-line basis over the lease term.

Translation policies

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

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

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

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

Income statements of enterprises that are integrated entities are translated at transaction date rates or approximated average exchange rates; however, items derived from non-monetary balance sheet items are translated at the transaction date rates of the underlying assets or liabilities. Monetary balance sheet items are translated at the exchange rates at the balance sheet date, whereas non-monetary items are translated at transaction date rates. Exchange adjustments arising on the translation are recognised in financial income and expenses in the income statement.

Derivative financial instruments

Derivative financial instruments are initially recognised in the balance sheet at cost and are subsequently remeasured at their fair values. Positive and negative fair values of derivative financial instruments are classified as ”Other receivables” and ”Other payables”, respectively.

Changes in the fair values of derivative financial instruments are recognised in the income statement unless the derivative financial instrument is designated and qualify as hedge accounting.


Notes to the Financial Statements

25.

Accounting policies (continued)

Hedge accounting

Changes in the fair values of financial instruments that are designated and qualify as fair value hedges of a recognised asset or a recognised liability are recognised in the income statement as are any changes in the fair value of the hedged asset or the hedged liability related to the hedged risk.

Changes in the fair values of derivative financial instruments that are designated and qualify as hedges of expected future transactions are recognised in the fair value reserve under equity as regards the effective portion of the hedge. The ineffective portion is recognised in the income statement. If the hedged transaction results in an asset or a liability, the amount deferred in equity is transferred from equity and recognised in the cost of the asset or the liability, respectively. If the hedged transaction results in an income or an expense, the amount deferred in equity is transferred from equity to the income statement in the period in which the hedged transaction is recognised. The amount is recognised in the same item as the hedged transaction.

Changes in the fair values of financial instruments that are designated and qualify as hedges of net investments in independent foreign subsidiaries or associates are recognised directly in equity as regards the effective portion of the hedge, whereas the ineffective portion is recognised in the income statement.

Segment information on revenue

Information on business segments and geographical segments is based on the Group´s risks and returns and its internal financial reporting system. Business segments are regarded as the primary segments.

Income statement

Revenue

Revenue from the sale of goods for resale and finished goods is recognised in the income statement when the sale is considered effected based on the following criteria:

delivery has been made before year end;

a binding sales agreement has been made;

the sales price has been determined; and

payment has been received or may with reasonable certainty be expected to be received.

Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales.

Expenses for raw materials and consumables

Expenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve the consolidated revenue for the year.

Other external expenses

Other external expenses comprise expenses for premises, sales and distribution as well as administration expenses, etc

Staff expenses

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


Notes to the Financial Statements

25.

Accounting policies (continued)

Amortisation, depreciation and impairment losses

Amortisation, depreciation and impairment losses comprise amortisation, depreciation and impairment of intangible assets and property, plant and equipment.

Other operating income and expenses

Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Group, including gains and losses on the sale of intangible assets and property, plant and equipment.

Income from investments in subsidiaries

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

Financial income and expenses

Financial income and expenses are recognised in the income statement at the amounts relating to the financial year.

Tax on profit/loss for the year

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

Any changes in deferred tax due to changes to tax rates are recognised in the income statement.

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

Balance sheet

Intangible fixed assets

Goodwill

Goodwill is amortised on a straight-line basis over the estimated useful life of 10 years, determined on the basis of Management’s experience with the individual business areas.

Software are measured at the lower of cost less accumulated amortisation and recoverable amount. Patents are amortised over the remaining patent period, and licences are amortised over the licence period; however not exceeding 3-5 years.

Depreciation based on cost reduced by any residual value is calculated on a straight-line basis over the expected useful lives of the assets, which are:

Buildings

25 years

Other fixtures and fittings, tools and equipment

3-15 years

Leasehold improvements

5-10 years

The fixed assets’ residual values are determined at nil.

Depreciation period and residual value are reassessed annually.


Notes to the Financial Statements

25.

Accounting policies (continued)

Impairment of fixed assets

The carrying amounts of intangible assets and property, plant and equipment and investments are reviewed on an annual basis to determine whether there is any indication of impairment other than that expressed by amortisation and depreciation.

The recoverable amount of the asset is calculated as the higher of net selling price and value in use. Where a recoverable amount cannot be determined for the individual asset, the assets are assessed in the smallest group of assets for which a reliable recoverable amount can be determined based on a total assessment.

Investments in subsidiaries

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

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

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

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

Other fixed asset investments

Other fixed asset investments consist of other receivables.

Inventories

Inventories are measured at the lower of cost under the FIFO method and net realisable value.

The net realisable value of inventories is calculated at the amount expected to be generated by sale of the inventories in the process of normal operations with deduction of selling expenses and costs of completion. The net realisable value is determined allowing for marketability, obsolescence and development in expected selling price.

The cost of goods for resale, raw materials and consumables equals landed cost.

The cost of finished goods and work in progress comprises the cost of raw materials, consumables and direct labour.

Receivables

Receivables are measured in the balance sheet at the lower of amortised cost and net realisable value, which corresponds to nominal value less provisions for bad debts.

Prepayments

Prepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest.

Equity

Dividend distribution proposed by Management for the year is disclosed as a separate equity item.


Notes to the Financial Statements

25.

Accounting policies (continued)

Provisions

Provisions are recognised when - in consequence of an event occurred before or on the balance sheet date - the Group has a legal or constructive obligation and it is probable that economic benefits must be given up to settle the obligation.

Other provisions include warranty obligations in respect of repair work within the warranty period of 1-5 years. Provisions are measured and recognised based on experience with guarantee work.

Deferred tax assets and liabilities

Deferred tax is recognised in respect of all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised in respect of temporary differences concerning goodwill not deductible for tax purposes and other items - apart from business acquisitions - where temporary differences have arisen at the time of acquisition without affecting the profit for the year or the taxable income.

Deferred tax is measured on the basis of the tax rules and tax rates that will be effective under the legislation at the balance sheet date when the deferred tax is expected to crystallise as current tax. In cases where the computation of the tax base may be made according to alternative tax rules, deferred tax is measured on the basis of the intended use of the asset and settlement of the liability, respectively.

Deferred tax assets, including the tax base of tax loss carry-forwards, are measured at the value at which the asset is expected to be realised, either by elimination in tax on future earnings or by set-off against deferred tax liabilities.

Deferred tax assets and liabilities are offset within the same legal tax entity.

Current tax receivables and liabilities

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

Financial liabilities

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

Mortgage loans are measured at amortised cost, which for cash loans corresponds to the remaining loan. Amortised cost of debenture loans corresponds to the remaining loan calculated as the underlying cash value of the loan at the date of raising the loan adjusted for depreciation of the price adjustment of the loan made over the term of the loan at the date of raising the loan.

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

Cash Flow Statement

With reference to section 86(4) of the Danish Financial Statements Act, the Parent Company has not prepared a cash flow statement for the Company itself but has only prepared a cash flow statement for the Group.

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


Notes to the Financial Statements

25.

Accounting policies (continued)

Cash flows from operating activities

Cash flows from operating activities are calculated as the net profit/loss for the year adjusted for changes in working capital and non-cash operating items such as depreciation, amortisation and impairment losses, and provisions. Working capital comprises current assets less short-term debt excluding items included in cash and cash equivalents.

Cash flows from investing activities

Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, property, plant and equipment as well as fixed asset investments.

Cash flows from financing activities

Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payments to and from shareholders.

Cash and cash equivalents

Cash and cash equivalents comprise ”Cash at bank and in hand”.

The cash flow statement cannot be immediately derived from the published financial records.

Financial Highlights

Explanation of financial ratios

Gross margin

Gross profit x 100 / Revenue

EBIT

Profit before financials x 100 / Revenue

EBITDA

Profit/loss before depreciation, amortisation and financial income and expenses x 100 / Revenue

Return on assets

Profit/loss of primary operations x 100 / Total assets at year end

Solvency ratio

Equity at year end x 100 / Total assets at year end

Return on equity

Net profit for the year x 100 / Average equity