44520141 2025-01-01 2025-12-31 44520141 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_1 44520141 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_2 44520141 2025-01-01 2025-12-31 memberOfBoardIdentifier_executive_board_3 44520141 2025-01-01 2025-12-31 1 44520141 2023-12-18 2024-12-31 44520141 2025-12-31 44520141 2024-12-31 44520141 2025-01-01 fsa:ContributedCapitalMember 44520141 2025-01-01 fsa:RetainedEarningsMember 44520141 2025-01-01 44520141 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 44520141 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 44520141 2025-12-31 fsa:ContributedCapitalMember 44520141 2025-12-31 fsa:RetainedEarningsMember 44520141 2025-12-31 fsa:LongtermPayablesToGroupEnterprisesMember 44520141 2024-12-31 fsa:LongtermPayablesToGroupEnterprisesMember 44520141 2025-12-31 fsa:ShorttermPayablesToGroupEnterprisesMember 44520141 2024-12-31 fsa:ShorttermPayablesToGroupEnterprisesMember iso4217:DKK pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2025-01-01 2023-12-18 2025-12-31 2024-12-31 Regnskabsklasse B Revisionspåtegning true 2026-03-25 Thomas Fugl The Executive Board has today considered and adopted the Annual Report of RE-ZIP DK ApS for the financial year 1 January - 31 December 2025. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In our opinion the Financial Statements give a true and fair view of the financial position at 31 December 2025 of the Company and of the results of the Company operations for 2025. 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. Aarhus 2026-03-25 Bo Bach Boddum Thomas Fugl Louise Meier CEO Manager Manager To the shareholder of RE-ZIP DK ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2025 and of the results of the Company’s operations for the financial year 1 January - 31 December 2025 in accordance with the Danish Financial Statements Act.We have audited the Financial Statements of RE-ZIP DK ApS for the financial year 1 January - 31 December 2025, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the ”Auditor’s responsibilities for the audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We refer to Note 1 in the financial statements, which states that the company must raise additional liquidity in order to continue its operations. This situation gives rise to significant uncertainty that may cast substantial doubt on the company’s ability to continue as a going concern.Our opinion is not modified regarding this matter. 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 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 is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the Financial Statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 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 Company’s internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.Conclude on the appropriateness of Management’s use of the going concern basis of accounting in preparing the Financial Statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that gives a true and fair view.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Aarhus C 2026-03-25 PricewaterhouseCoopersStatsautoriseret Revisionspartnerselskab 33771231 Christian Roding State Authorised Public Accountant mne33714 RE-ZIP DK ApS Skejby Nordlandsvej 305 8200 Aarhus N 44520141 Aarhus Jens Chr. Skous Vej 1 8000 Aarhus C Nykredit Bank A/S Sundkrogsgade 25 2150 Nordhavn Key activitiesThe Company's main activity is to develop, sell, and operate a circular packaging concept, aiming to have a significant positive impact on society and the environment as a whole in its business and operations.Development in the yearThe income statement of the Company for 2025 shows a loss of DKK 1,120,721, and at 31 December 2025 the balance sheet of the Company shows a negative equity of DKK 880,952.Capital resourcesThe company's capital resources consist of inventories of DKK 65,278, receivables and other receivables totaling DKK 41,575 and cash of DKK 137,570, less net debt of DKK 422,875. As of December 31, 2025, the total capital resources thus constitute a negative basis of DKK 880,952. The company is in positive dialogue with current investors to complete an internal investment round in 2026. In addition, the company has initiated a reduction of the organization in order to extend liquidity until the end of March 2027. The company has also lost share capital of DKK 1,600,000. It is expected in 2026 that it will be decided to convert debt to the parent company of DKK 822,500, which will thus be added to the company's equity. The company is optimistic about the future, and the company's management expects that capital will be restored overtime through ongoing operations.Reference is made to Note 1 'Going Concern' for a more detailed description of the capital resources.Targets and expectations for the year aheadAs the company is still in the start-up phase, a deficit in 2026 is expected at the same level as in 2025. With regard to the company's liquidity, reference is made to the section above under capital resources.Uncertainty relating to recognition and measurementThere has been no uncertainty regarding recognition and measurement in the Annual Report.Unusual eventsThe financial position at 31 December 2025 of the Company and the results of the activities and cash flows of the Company for the financial year for 2025 have not been affected by any unusual events. -342927 -251694 755117 1112023 -1098044 -1363717 100 3767 22777 281 -1120721 -1360231 0 0 -1120721 -1360231 -1120721 -1360231 65278 323091 65278 323091 3031 25249 32528 25049 6016 0 41575 50298 137570 281223 244423 654612 244423 654612 1600000 1600000 -2480952 -1360231 -880952 239769 702500 0 702500 0 37034 90691 339429 97674 46412 101080 0 125398 422875 414843 1125375 414843 244423 654612 1600000 -1360231 239769 0 -1120721 -1120721 1600000 -2480952 -880952 The company has lost more than 50% of its share capital and is therefore subject to the provisions of the Companies Actregarding capital losses. Equity as of 31 December 2025 amounts to DKK - 880,952. The company and its parent company expect a negative cash flow in 2026 and 2027 according to the budgets. At present, the company and its parent company has secured sufficient liquidity to maintain operations until the end of March 2027. It is expected that loan from the parent company of DKK 822,500 will be converted to equity in 2026. The management of the parent company is actively engaged in discussions with investors to raise additional capital to meet the liquidity needs until the next annual general meeting. These discussions, which involve both existing and potential new investors, are progressing positively, and management expects a satisfactory result. Based on this, management believes that the going concern condition continues to be met.If the company is unable to secure the necessary financing, this could have significant consequences for its future operations and the situation gives rise to significant uncertainty that may cast significant doubt on the company's ability to continue as a going concern. 699813 991061 45000 86662 5952 12981 4352 21319 755117 1112023 1 2 22500 0 259 281 18 0 22777 281 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:Payables to group enterprises1,041,92997,674 222500 0 480000 0 702500 0 339429 97674 Deferred income consists of payments received in respect of income in subsequent years. Other contingent liabilitiesThe group companies are jointly and severally liable for tax on the jointly taxed incomes etc of the Group. The total amount of corporation tax payable is disclosed in the Annual Report of Re-Zip ApS, which is the management company of the joint taxation purposes. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustments of corporation taxes and withholding taxes may increase the Company's liability. The Annual Report of RE-ZIP DK ApS for 2025 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C.The accounting policies applied remain unchanged from last year. There has been made some reclasses in the figures for 2024. This has no effect on the result ect.The realized figures for 2025 cannot be compared with the comparative figures for 2024 - as 2024 contains more than 12 months.The Financial Statements for 2025 are presented in DKK. Recognition and measurementRevenues 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. RevenueRevenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Company.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 consumablesExpenses for raw materials and consumables comprise the raw materials and consumables consumed to achieve revenue for the year. Other external expensesOther external expenses comprise expenses for premises, sales as well as office expenses, etc. Gross lossWith reference to section 32 of the Danish Financial Statements Act, gross profit/loss is calculated as a summary of revenue, other operating income, expenses for raw materials and consumables and other external expenses. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Other operating income and expensesOther operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company. Financial income and expenses are recognised in the income statement at the amounts relating to the financial year. Tax on profit/loss for the yearTax for the year consists of current tax for the year and changes in deferred tax for the year. The tax attributable to the profit for the year is recognised in the income statement, whereas the tax attributable to equity transactions is recognised directly in equity.The Company is jointly taxed with the Parent Company. The tax effect of the joint taxation is allocated to enterprises in proportion to their taxable incomes. InventoriesInventories 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. 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. PrepaymentsPrepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Deferred tax assets and liabilitiesDeferred income tax is measured using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes 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 within the same legal tax entity.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. Any changes in deferred tax due to changes to tax rates are recognised in the income statement or in equity if the deferred tax relates to items recognised in equity. Debts are measured at amortised cost, substantially corresponding to nominal value. Deferred incomeDeferred income comprises payments received in respect of income in subsequent years.