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The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2025 - 31.12.2025. We believe that the management commentary contains a fair review of the affairs and conditions referred to therein. We recommend the annual report for adoption at the Annual General Meeting. Billund 2026-01-28 Kuno Kildetoft Mehlsen Joachim Horst Scholz Bernd Strack To the shareholders of Zizzi Holding ApS We have audited the consolidated financial statements and the parent financial statements of Zizzi Holding ApS for the financial year 01.01.2025 - 31.12.2025, which comprise the income statement, balance sheet, statement of​changes in equity and notes, including a summary of significant accounting policies, for the Group as well as the Parent, and the consolidated cash flow statement. The consolidated financial statements and the parent financial statements are prepared in accordance with the Danish Financial Statements Act. ​​ ​​In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view​of the Group's and the Parent's financial position at 31.12.2025 and of the results of their operations and the consolidated cash flows for the financial year 01.01.2025 - 31.12.2025 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and 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 consolidated financial statements and the parent financial statements" section of this auditor’s 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. Management is responsible for the preparation of consolidated financial statements and parent 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 consolidated financial statements and parent financial statements that are free from material misstatement, ​whether due to fraud or error. ​​ ​​In preparing the consolidated financial statements and the parent financial statements, Management is responsible for assessing the Group's and the Entity’s ability to continue ​as a going concern, for disclosing, as applicable, matters related to going concern, and for using the going ​concern basis of accounting in preparing the​consolidated financial statements and the parent financial statements unless Management either intends to liquidate ​the Entity or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and the parent 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 consolidated financial statements and parent 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 consolidated financial statements and the parent 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 Entity’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 consolidated financial statements and the parent 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 Entity’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 consolidated financial statements and the parent 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 ​Entity to cease to continue as a going concern.​Evaluate the overall presentation, structure and content of the consolidated financial statements and the parent financial statements, including the disclosures ​in the notes, and whether the consolidated financial statements and the parent 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 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. Management is responsible for the management commentary. ​​​Our opinion on the consolidated financial statements and the parent financial statements does not cover the management commentary, and we do not express ​any form of assurance conclusion thereon. ​​ ​​In connection with our audit of the consolidated financial statements and the parent financial statements, our responsibility is to read the management ​commentary and, in doing so, consider whether the management commentary is materially inconsistent with ​the consolidated financial statements and the parent financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. ​​​Moreover, it is our responsibility to consider whether the management commentary provides the information ​​required under the Danish Financial Statements Act.Based on the work we have performed, we conclude that the management commentary is in accordance with ​​the consolidated financial statements and the parent financial statements and has been prepared in accordance with the requirements in the relevant law and regulations. We did not identify any material misstatement of the management commentary. Kolding 2026-01-28 Deloitte Statsautoriseret Revisionspartnerselskab 33963556 Thomas Aamand Lund State Authorised Public Accountant mne47764 Financial highlights2025​DKK'0002024​DKK'0002023​DKK'0002022​DKK'0002021​DKK'000Key figuresRevenue681,428669,349730,265779,699730,923Gross profit/loss210,998188,006206,932202,330245,069Operating profit/loss985(20,364)715(9,933)44,060Net financials(8,035)(11,324)(10,628)(6,622)(7,976)Profit/loss for the year(9,249)(30,885)(14,202)(18,176)22,125Balance sheet total271,517247,883297,165338,238364,978Investments in property, plant and equipment6,85820,4519,6028,6966,810Equity40,95955,02882,26499,839129,724Average numbers of employees343351375422408Cash flows from operating activities6,30719,80548,505(54,260)56,010Cash flows from investing activities(16,097)(27,480)(19,623)(28,212)(18,248)Cash flows from financing activities26,059(1,607)(23,205)16,399(75,838)RatiosGross margin (%)30.9628.0928.3425.9533.53Net margin (%)(1.36)(4.61)(1.94)(2.33)3.03Equity ratio (%)15.0922.2027.6829.5235.54Financial highlights are defined and calculated in accordance with the current version of "Recommendations & ​Ratios" issued by the CFA Society Denmark.Gross margin (%) :​Gross profit/loss * 100​​RevenueNet margin (%) : Profit/loss for the year * 100 ​​RevenueEquity ratio (%) :​Equity * 100 Primary activitiesThe company’s main objective is to source and market clothing for plus size women across European markets. ​​Group chart​​ Development in activities and financesIn a year in which e-commerce once again delivered solid growth rates, the Group achieved revenue of DKK 681.4m (DKK 669.3m in 2024) and an EBITDA of DKK 46.8m (DKK 22.9m in 2024). The increase of DKK 23.9m compared to EBITDA in 2024 illustrates that 2025 has been a year of restored profitability for the Group. ​ ​Revenue and profitability realized in 2025 met expectations. This performance is largely driven by slightly higher product margins combined with tight cost control. The revenue increase was primarily driven by growth in the Group’s e-commerce activities. Although results in 2025 improved significantly compared to 2024, the Group has maintained a strong focus on optimizing the business, with continued emphasis on product margins and operating costs. As a result, the Group enters 2026 with ambitious growth targets alongside increased profitability. ​ ​In 2025, the Group successfully reduced rental costs related to double warehouse facilities, as the existing warehouse in Billund was handed over to Kirkbi A/S. The Group’s headquarters is expected to remain in Billund for the remainder of 2026, after which it will relocate to its new headquarters in Vejle. The relocation is expected to have a positive effect on the Group’s ability to attract employees. ​ ​The Group has also decided to invest in warehouse automation in Horsens, which is expected to increase efficiency and further reduce operating costs in the coming years. The investment has no significant impact on the Group’s liquidity, as it is structured as a financial lease. Profit/loss for the year in relation to expected developmentsFor the financial year 2025, management aimed to achieve net revenue growth of 5–15% and an EBITDA in the range of DKK 50–70m. The realised results reflect a more moderate increase in net revenue and an EBITDA slightly below the communicated target. ​ ​The deviation from the growth ambition was mainly driven by weaker than anticipated performance in the Retail business outside of Denmark ​ Uncertainty relating to recognition and measurementRegarding recognition and measurement for the financial year, no significant uncertainty has been identified. OutlookAfter completing several significant transformation projects in recent years, the Group remains optimistic about the future, supported by consistently positive performance from its digital sales channels and the new brand store concept. Management is confident in achieving further revenue growth, improved profitability, and strong free cash flow in the coming year. ​ ​Management expects revenue growth of 5–10% in 2026 compared to 2025, driven by the continued expansion of digital sales channels and the new retail concept, both of which were successfully launched in 2024. As of December 2025, the Group operates 10 “brand stores” out of a total of 59 stores. ​ ​With a continued focus on increasing profitability from the levels realized in 2025, management therefore expects​to achieve an EBITDA in the range of DKK 55–70m. ​​Significant events after the closing of the financial statement ​There have been no significant events after the closing of the financial statement.​​Particular risks ​​Business risks ​The primary business risks for the company relate to upholding and developing its business activities across international markets in an increasingly competitive landscape. In addition, the company faces various risks related to events outside of the Group’s control, i.e. pandemics, war, political uprisings, changes in international legislation and more. The Group works actively to remedy such potential events to limit their impact on the Group. ​​The Board of Directors must ensure continuous monitoring of the development of the markets to reduce business risks as well as to strengthen its competitive position. ​​​Credit risks ​Credit risks are related to debtors who receive deliveries according to the company’s normal trade terms. The majority of the Group’s debtors are secured via credit insurance and/or bank guarantees, under continuous control and risk assessment of level of credit. ​​Treasury risks ​Treasury risks are predominantly related to the business exposure to foreign currencies. The Group is exposed to the development in the USD/DKK exchange rate, since a majority of the costs associated with product purchases are placed in USD. The Group does not have any income in USD, why the natural hedging from continuous cash inflow in USD is absent. The Group has sales in NOK and SEK and is exposed to the development in these currencies. The exposure is classified as less influential in terms of impact on the Group, as the Group also account for costs in NOK and SEK. The Group has adopted a Treasury Policy including the use of financial instruments to limit the exposure to the company. Use of financial instrumentsThe company will always be exposed to currency risks. A considerable part of the Group’s cash flow is carried out in foreign currency and will be affected by exchange rates and interest development. This goes for activities carried out between foreign companies, suppliers, and customers. ​The company’s currency policy is using a layered hedging approach to minimize the risks in transactions with foreign exchange. The policy has not changed in the financial year and continues to prove to be effective (limiting future currency exposure) and will continue unchanged during the coming financial year. Knowledge resourcesIt is essential for the Group to maintain the ability to attract, develop and retain qualified members of staff with a high level of competence. The presence of quality knowledge and know-how in each level of staff will be obtained​by thorough recruitment and continuous development of the existing staff and their competencies.​​Staff ​​Development within the members of staff can be illustrated as below:​​​Please note that the figure for Denmark reflects employees in Zizzi Denmark ApS, whereas the total reflects employees in Zizzi Holding ApS on a consolidated basis. Environmental performancePlease refer to the paragraph "Statutory report on corporate social responsibility" below. Research and development activitiesIn line with Group strategy, investments will be made in the ongoing development of the business platform, as well as the optimization of all distribution channels across the Nordic and Central European markets. Statutory report on corporate social responsibilityThe company monitors relevant relations towards social responsibilities, including employee relations, environmental issues and anti-corruption. ​The decision from the EU commission to change the type of companies which should report according to the CSRD made the company focus on: ​ ​1. Continue with finalizing the DMA (double materiality assessment) despite that it is no longer a legal requirement. ​2. Adopting a new framework for reporting in compliance with VSME as of fiscal year 2025. ​3. Formulate CO2 reduction targets on scope 1&2 in absolute terms and on scope 3 in relative terms to revenue. ​ ​Extract of achievements in 2025: ​• We have worked on internal processes to ensure that data quality is less dependent on manual controlling and data collection methodology is consistent across data sources. ​• Certificates on existing goods and goods in transit are now treated equally, which in turn ensures that the company always can present the most accurate and updated data. ​• Share of synthetic materials has dropped from 52.9% in 2024 to 49.8% in 2025. ​ As a member of the UN Global Compact, the Group issues a progression report concerning the CSR work performed by the Group. In accordance with the Danish Financial Statements act §99a the Group has issued a Corporate Social Responsibility Report. For detailed information regarding the work of Zizzi Group relating to social responsibilities reference is made to this report. The report is published at the following link: ​https://www.aboutzizzi.com/csr Statutory report on data ethics policyZizzi collects personal data on employees and customers to fulfil our obligations towards national authorities such as national tax authorities, as well as our obligation to fulfil the orders placed by our customers. Where national legislation demands us to transfer personal data, we will exchange such data with third parties (national authorities). To fulfil our obligation of delivering our products we exchange non-sensitive personal data with local distributors. Zizzi does not sell customer data, confidential data, or sensitive personal data. ​​Employee data including sensitive personal data is kept confidential and can only be accessed by a few trusted employees to fulfil our obligations of communicating with national authorities. Personal data is kept in record for as long as we have an obligation to store this information to meet the demands from national authorities. ​Sensitive personal data is only kept record for as long as it is necessary to fulfil the legislative demands. Hereafter​it is deleted. ​​The customer data we receive (after customers’ active consent) is never classified as sensitive. However, if we have no reason to keep the customer data in record (for example to fulfil our obligation to handle customer complaints (guarantee period) after we have transferred products to the customer), the data will be deleted. Overall, customer data is used to provide unique customer service, i.e. trade data about our customers to provide​the expected service. ​​Customers delivering personal data to us always have the right to have their data deleted upon request to the company. ​​There have been no non-intended exchange or leak of any individuals’ personal data in 2025. ​​The company has prepared a Group data policy with detailed explanations on how data is utilized responsibly in our business. ​​The policy is published on the following link: https://www.aboutzizzi.com/data-policy. ​ Statutory report on corporate governanceZizzi Holding’s Board of Directors will at any time ensure that the Group Management structure and internal controls are appropriate and work satisfactorily. ​​The basis for the organization of tasks handled by the Board of Directors and Management includes the Companies Act, the Financial Statements Act, the company´s articles of association and good practices for companies of the same size and same international reach as Zizzi Group. Under this, the Group - due to its status as a private equity owned company, adheres to the guidelines for responsible ownership and corporate governance. ​​On this basis, several internal procedures are being developed and maintained to ensure active, safe, and profitable management of the Group. ​​Proposals for active ownership and corporate governance of equity funds ​ In 2011 the Danish Venture and Private Equity Association published updated guidelines for responsible ownership and corporate governance for equity funds and their controlled companies. ​The recommendations concern the guidelines regarding corporate governance, social responsibilities, risk assessments, employments policy and strategy. These matters are discussed in the Management’s Review. ​ ​Management will in general follow the guidelines and recommendations. For further information on the recommendations mentioned reference is made to www.dvca.dk ​​ ​​Shareholders’ conditions​The capital structure of the company will always be monitored by the Board of Directors and kept to the expectations from the Board of Directors and in the interests of the Group. The main goal is to have a capital structure that supports continuous profitable growth and does not increase the operational risk to the point where the capital structure must be changed within a short period of time. ​​The company’s articles of association contain no limits towards ownership or the right to vote. Zizzi Holding’s unit capital consists solely of one share class. ​​Capital fund TopCo 26 FIII Holding GmbH is the largest indirect shareholder of Zizzi Holding and has a controlling influence in the company. ​​​The work of the Board of Directors ​The Board of Directors overlooks the work of Executive Management, ensuring that approved goals, strategies and business processes are kept. Information from Management is done systematically during meetings and by ongoing reporting. The reporting contains information on market developments, Group development and profitability. ​​ ​​Risk assessments ​The management ensures effective risk assessment and internal audit reduce strategic and business risk, securing compliance with laws and regulations, to ensure an effective basis for management decision. The strategic choices of Zizzi Holding lead to natural risks, which are essential to identify and be communicated out and handled effectively. Internal audit and effective risk assessments are vital for the Board and executives to carry out tasks expected by the governing bodies. ​​ ​​Financial reporting process ​Management, on behalf of the Board of Directors, handles the overall responsibility of the company´s risk assessments and internal audits concerning the financial reporting process. Organizational structure, policies, procedures and audits in relation to the financial reporting process undergo continuous evaluation by the Board of Directors. ​​The Group has established a Group reporting process, including monthly reporting, consisting of full income report, balance sheet and cash flow, follow-up to budget, valuation of KPI performances and achievement of the agreed target for each business unit. ​​​Management remuneration ​To attract and maintain management competencies, the remuneration of Executive Management and senior executives is determined by consideration of work tasks, value creation and terms in comparable companies. ​​Incentive pay has been used for Executive Management and senior executives in the form of bonus schemes, as well as a contingent and warrant-based incentive program for the Executive Management and senior executives. ​​​​The Board of Directors and Management’s shareholding ​At the end of the financial year, the Board of Directors and the Executive Board have no direct or indirect shareholding in the company. ​​​Dividend policy ​​Payment of dividend must take place with consideration of the necessary consolidation of equity for the Group’s planned expansion​​ ​​The Board suggests no dividend be distributed in connection with the annual general meeting. ​​ ​​Stakeholders ​Zizzi Holding continues to develop and expand good relations to interest groups, as those relations are considered to have essential and positive effect on the Group´s future development. Events after the balance sheet dateNo events have occurred after the balance sheet date to this date, which would influence the evaluation of this annual report. 681428000 669349000 3679000 3815000 317662000 323793000 156447000 161365000 210998000 188006000 163908000 164684000 45822000 43247000 283000 439000 985000 -20364000 129000 226000 8164000 11550000 -7050000 -31688000 2199000 -803000 -9249000 -30885000 21601000 24960000 1251000 2055000 10115000 33040000 32967000 60055000 19637000 20370000 6389000 8577000 26026000 28947000 5672000 7804000 5672000 7804000 64665000 96806000 139099000 106328000 139099000 106328000 20526000 9087000 1479000 0 3032000 7028000 287000 0 15912000 18386000 41236000 34501000 26517000 10248000 206852000 151077000 271517000 247883000 100000 100000 -4146000 -3994000 3679000 8347000 41326000 50575000 40959000 55028000 273000 9000 273000 9000 61866000 56872000 68648000 57569000 54867000 33802000 1527000 1313000 43377000 43290000 230285000 192846000 230285000 192846000 271517000 247883000 100000 -3994000 8347000 50575000 55028000 0 152000 0 152000 -5985000 0 -5985000 0 -1317000 0 -1317000 0 0 -9249000 -9249000 100000 -4146000 3679000 41326000 40959000 45822000 43658000 -24364000 5426000 54000 0 22497000 28720000 129000 226000 8164000 11550000 3487000 1161000 -4668000 3570000 6307000 19805000 9239000 7029000 6858000 20451000 -16097000 -27480000 9790000 7675000 -4994000 3484000 21065000 1877000 26059000 -1607000 16269000 -9282000 10248000 19530000 26517000 10248000 1 Revenue2025​DKK'0002024​DKK'000Denmark260,467245,566Norway105,561108,423Germany98,322101,419Rest of Europe217,078213,941Total revenue by geographical market681,428669,349The company and group only have one activity from sale of clothes. 2 Fees to the auditor appointed by the Annual General Meeting2025​DKK'0002024​DKK'000Statutory audit services520505Other assurance engagements28048Tax services316485Other services435931,5511,131 3 Staff costs2025​DKK'0002024​DKK'000Wages and salaries153,832152,304Pension costs6,8196,417Other social security costs3,2575,963163,908164,684Average number of full-time employees343351Special incentive programmesIn order to strengthen Management and certain leading employees’ interest in the long-term value creation of ​​the group, a total of 1,193,657,879 warrants have been issued. The warrants each give the right to subscription of​​a new share in Zizzi Invest ApS at an exercise price of DKK 0.01. The warrants are granted over a period of time and subject to the warrant holders continued employment in the Group. At year end a total of 1,189,802,627 warrents have been assigned to employees.​​Apart from staff cost a management fee is paid for management services and this amount is recognized as other ​external expenses. ​​ ​​Remuneration of the Executive Board is is not disclosed with reference to S. 98(3) of the Danish Financial ​Statements Act. ​​ 343 351 4 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises2,7204,289Other interest expenses4,7456,588Exchange rate adjustments6996738,16411,550 5 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Current tax1,8851,357Change in deferred tax314(2,217)Adjustment concerning previous years0572,199(803) 6 Proposed distribution of profit/loss2025​DKK'0002024​DKK'000Retained earnings(9,249)(30,885)(9,249)(30,885) -9249000 -30885000 -9249000 -30885000 7 Intangible assetsCompleted development projects​DKK'000Acquired rights​DKK'000Goodwill​DKK'000Cost beginning of year45,97814,297178,267Additions9,169700Disposals0(958)0Cost end of year55,14713,409178,267Amortisation and impairment losses beginning of year(21,018)(12,242)(145,227)Amortisation for the year(12,528)(605)(22,925)Reversal regarding disposals06890Amortisation and impairment losses end of year(33,546)(12,158)(168,152)Carrying amount end of year21,6011,25110,115 8 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKK'000Leasehold improvements ​DKK'000Cost beginning of year94,80720,262Additions6,616242Disposals(2,793)(8)Cost end of year98,63020,496Depreciation and impairment losses beginning of year(74,437)(11,685)Depreciation for the year(7,334)(2,430)Reversal regarding disposals2,7788Depreciation and impairment losses end of year(78,993)(14,107)Carrying amount end of year19,6376,389 9 Financial assetsDeposits​DKK'000Cost beginning of year7,804Additions78Disposals(2,210)Cost end of year5,672Carrying amount end of year5,672 10 InventoriesManufactured goods and goods for resale include goods in transit of 33,999k (2024: 31,004k). 11 Deferred tax​​Changes during the year2025​DKK'0002024​DKK'000Beginning of year(9)(1,479)Recognised in the income statement(314)2,217Recognised directly in equity1,317(1,539)Other adjustments212792End of year1,206(9)Deferred tax has been recognised in the balance sheet as follows2025​DKK'0002024​DKK'000 Deferred tax assets1,4790 Deferred tax liabilities(273)(9)1,206(9)​Deferred tax assetsDeferred tax assets comprise temporary differences on intangible assets, property, plant and equipment ​and deferred tax losses. ​ 12 PrepaymentsPrepayments comprise incurred marketing costs and other costs relating to subsequent financial years. 13 Contributed capitalNominal ​​value​DKK'000Share capital100,000100,000 14 Changes in working capital2025​DKK'0002024​DKK'000Increase/decrease in inventories(32,771)13,579Increase/decrease in receivables(2,759)10,322Increase/decrease in trade payables etc.11,166(18,475)(24,364)5,426 15 Derivative financial instrumentsOther payables include a negative fair value of forward exchange contracts of DKK 1,246k. Zizzi Denmark ApS hedges future exchange risks relating to sales and purchases and sales of goods. Zizzi Denmark ApS has entered into forward exchange contracts for the following 8 months to secure purchases and sales of goods in the following currencies: DKK 111,970k and USD 17,490k. All values are absolute values. All contracts are subscribed with the Company’s ordinary bank 16 Other unrecognised commitmentsUnrecognised rental and lease commitments2025​DKK'0002024​DKK'000Total liabilities under lease rental or agreements until maturity 115,770129,884 17 Contingent liabilities2025​DKK'0002024​DKK'000Recourse and non-recourse guarantee commitments24,89617,271Contingent liabilities 24,89617,271The Parent and the Danish subsidiaries participate in a Danish joint taxation arrangement in which Zizzi Holding ApS serves as the administration company. According to the joint taxation provisions of the Danish Corporation Tax Act, the Parent and the Danish subsidiaries are therefore liable for income taxes etc. for the jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on interest, royalties and dividends for the jointly taxed entities. The jointly taxed entities' total known net liability under the joint taxation arrangement is disclosed in the administration company's financial statements. 18 Assets charged and collateralBank loans are secured by way of a floating charge of DKK 80,000k and a owners' mortage deeds of DKK 10,100k. The assets covered by the floating charge amount to DKK 204,595k and comprise receivables, inventory and operating equipment. ​​Bank loans are also secured by way of a floating charge which covers rental rights etc.​​The group companies Zizzi Denmark ApS, Zizzi ApS, Zizzi Invest ApS and Zizzi Holding ApS have given negative pledge in the entity's assets. Collateral provided for group enterprisesThe Group has provided guarantee for the group enterprises’ debt with the Group’s main bank. The maximum limit of the guarantee is DKK 110m. Bank loans of group enterprises amount to DKK 62m at 31 . December 2025 (2024: DKK 57m). The above mentioned floating charge also secures group enterprises’ debt with the Group’s ​main bank. 19 Transactions with related partiesDuring the financial year, related party transactions have been conducted on an arm’s length basis. 20 SubsidiariesRegistered inCorporate ​​formZizzi Denmark ApSBillund, DenmarkApSZizzi Finland OY Vaasa, FinlandOYBall Group Netherlands BV.Groenekan, NetherlandB.V.BGN Retail ASOslo, NorwayASZizzi Sweden ABBorås, SwedenABZizzi Belgium BV.Diegem, BelgiumB.V.Zizzi Germany GmbHHandewitt, GermanyGmbHZizzi ApSBillund, DenmarkApSZizzi Invest ApSBillund, DenmarkApS 4105000 4925000 1467000 1186000 2638000 3739000 2682000 2626000 -44000 1113000 -6648000 -26986000 429000 798000 3624000 6866000 -9887000 -31941000 -637000 -1056000 -9250000 -30885000 91745000 113213000 91745000 113213000 91745000 113213000 6492000 1619000 1718000 3269000 39000 39000 2188000 0 200000 0 10637000 4927000 217000 2000 10854000 4929000 102599000 118142000 100000 100000 -4151000 -3999000 45009000 58927000 40958000 55028000 0 12229000 60830000 49776000 811000 1109000 61641000 63114000 61641000 63114000 102599000 118142000 100000 -3999000 58927000 55028000 0 152000 0 152000 0 -4668000 -4668000 0 -9250000 -9250000 100000 -4151000 45009000 40958000 1 Revenue2025​DKK'0002024​DKK'000Denmark3,4594,123Other646802Total revenue by geographical market4,1054,925Revenue consists of management fee invoiced to subsidaries. 2 Fees to the auditor appointed by the Annual General MeetingReferring to section 96 of the Danish Financial Statements Act, the note regarding fees to the auditor appointed by the Annual General Meeting has not been prepared because the Company’s is fully included in the note presented in the consolidated financial statements of Zizzi Holding ApS. 3 Staff costs2025​DKK'0002024​DKK'000Wages and salaries2,6822,6262,6822,626Average number of full-time employees11 1 1 4 Other financial income2025​DKK'0002024​DKK'000Financial income from group enterprises382765Other financial income4733429798 5 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises6701,318Other interest expenses2,9545,5483,6246,866 6 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Change in deferred tax1,551(1,056)Refund in joint taxation arrangement(2,188)0(637)(1,056) 7 Proposed distribution of profit and loss2025​DKK'0002024​DKK'000Retained earnings(9,250)(30,885)(9,250)(30,885) -9250000 -30885000 -9250000 -30885000 8 Financial assetsInvestments in group enterprises​DKK'000Cost beginning of year225,962Cost end of year225,962Impairment losses beginning of year(112,749)Exchange rate adjustments(152)Amortisation of goodwill(17,938)Share of profit/loss for the year11,290Dividend(10,000)Other adjustments(4,668)Impairment losses end of year(134,217)Carrying amount end of year91,745Hereof non amortized goodwill DKK 5m. ​​A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements. 9 Deferred tax​ ​​Changes during the year2025​DKK'0002024​DKK'000Beginning of year3,2692,213Recognised in the income statement(1,551)1,056End of year1,7183,269​Deferred tax assetsDeferred tax assets comprise temporary differences as well as deferred tax losses that are expected to be utilized​within 3-5 years. 10 PrepaymentsPrepayments comprise incurred consulting services relating to subsequent financial years. 11 Contingent liabilitiesThe Entity serves as the administration company in a Danish joint taxation arrangement. According to the joint ​taxation provisions of the Danish Corporation Tax Act, the Entity is therefore liable for income taxes etc. for the ​jointly taxed entities, and also for obligations, if any, relating to the withholding of tax on interest, royalties and ​dividends for these entities. 12 Assets charged and collateralCollateral provided for group enterprisesThe Entity has guaranteed group enterprises’ debt with the Group’s main bank. The Entity has pledged its investments in group enterprises amounting to DKK 174m (2024: 158 m) as security for the company's banking facilities. ​ ​The maximum limit of the guarantee is DKK 110m. Bank loans of group enterprises amount to DKK 62m at 31 December 2025 (2024: DKK 57m). 13 Non-arm’s length related party transactionsDuring the financial year, related party transactions have been conducted on an arm’s length basis. This annual report has been presented in accordance with the provisions of the Danish Financial Statements Act ​​governing reporting class C enterprises (large).The accounting policies applied to these consolidated financial statements and parent financial statements are consistent with those applied last year. Recognition and measurementAssets are recognised in the balance sheet when it is probable as a result of a prior event that future economic ​​benefits will flow to the Entity, and the value of the asset can be measured reliably. ​​ ​​Liabilities are recognised in the balance sheet when the Entity has a legal or constructive obligation as a ​​result of a prior event, and it is probable that future economic benefits will flow out of the Entity, and the ​​value of the liability can be measured reliably. ​​ ​​On initial recognition, assets and liabilities are measured at cost. Measurement subsequent to initial ​​recognition is effected as described below for each financial statement item. ​​ ​​Anticipated risks and losses that arise before the time of presentation of the annual report and that confirm ​​or invalidate affairs and conditions existing at the balance sheet date are considered at recognition and ​​measurement. ​​ ​​Income is recognised in the income statement when earned, whereas costs are recognised by the amounts ​​attributable to this financial year. Consolidated financial statementsThe consolidated financial statements comprise the Parent and the group enterprises (subsidiaries) that are ​controlled by the Parent. Control is achieved by the Parent, either directly or indirectly, holding more than ​50% of the voting rights or in any other way possibly or actually exercising controlling influence.Basis of consolidationThe consolidated financial statements are prepared on the basis of the financial statements of the Parent and its subsidiaries. The consolidated financial statements are prepared by combining uniform items. On consolidation, intra-group income and expenses, intra-group accounts and dividends as well as profits and losses on transactions between the consolidated enterprises are eliminated. The financial statements used for consolidation have been prepared applying the Group’s accounting policies.​​Subsidiaries’ financial statement items are recognised in full in the consolidated financial statements. Foreign currency translation​ On initial recognition, foreign currency transactions are translated applying the exchange rate at the transaction ​date. Receivables, payables and other monetary items denominated in foreign currencies that have ​not been settled at the balance sheet date are translated using the exchange rate at the balance sheet date. ​Exchange differences that arise between the rate at the transaction date and the rate in effect at the payment ​date, or the rate at the balance sheet date are recognised in the income statement as financial income or ​financial expenses. Property, plant and equipment, intangible assets, inventories and other non-monetary ​assets that have been purchased in foreign currencies are translated using historical rates.​​When recognising foreign subsidiaries and associates that are independent entities, the income statements ​are translated at average exchange rates for the months that do not significantly deviate from the rates at ​the transaction date. Balance sheet items are translated using the exchange rates at the balance sheet date. ​Exchange differences arising out of the translation of foreign subsidiaries’ equity ​at the beginning of the year at the balance sheet date exchange rates as well as out of the translation of ​income statements from average rates to the exchange rates at the balance sheet date are recognised directly ​in equity. Derivative financial instrumentsOn initial recognition in the balance sheet, derivative financial instruments are measured at cost and ​subsequently at fair value. Derivative financial instruments are recognised under other receivables or other ​​payables. ​​ ​ ​Changes in the fair value of derivative financial instruments classified as and complying with the requirements ​for hedging future transactions are recognised directly in equity. When the hedged transactions are realised, the ​accumulated changes are recognised as part of cost of the relevant financial statement items. ​​ ​​For derivative financial instruments that do not comply with the requirements for being treated as hedging ​​instruments, changes in fair value are recognised currently in the income statement as financial income or ​​financial expenses. RevenueRevenue from the sale of goods for resale is recognised in the income statement when delivery is made and ​risk has passed to the buyer. Revenue is recognised net of VAT, duties and sales discounts and is measured ​at fair value of the consideration fixed. Other operating incomeOther operating income comprises income of a secondary nature as viewed in relation to the Entity’s primary ​​activities, including profit from the sale of intangible assets and property, plant and equipment, and salary refunds . Cost of salesCost of sales comprises goods consumed in the financial year measured at cost, adjusted for normal inventory ​writedowns. Other external expensesOther external expenses include expenses relating to the Entity’s ordinary activities, including expenses for ​​premises, stationery and office supplies, marketing costs, etc. This item also includes writedowns of ​​receivables recognised in current assets.​​By reference to the Danish Financial Statements Act section 99a paragraph 7 fees to the auditor appointed at the annual general meeting is not disclosed since this is included in the consolidated financial statements of Zizzi Holding ApS. Staff costsStaff costs comprise salaries and wages as well as social security contributions, pension contributions, etc ​for entity staff. Depreciation, amortisation and impairment lossesDepreciation, amortisation and impairment losses relating to property, plant and equipment and intangible ​assets comprise depreciation, amortisation and impairment losses for the financial year, calculated on the ​basis of the residual values and useful lives of the individual assets and impairment testing as well as gains ​and losses from the sale of intangible assets as well as property, plant and equipment. Other operating expensesOther operating expenses comprise expenses of a secondary nature as viewed in relation to the Entity’s primary ​activities, including loss from the sale of intangible assets and property, plant and equipment. Income from investments in group enterprisesIncome from investments in group enterprises comprises the pro rata share of the individual enterprises’ ​profit/loss after full elimination of internal profits or losses. Other financial incomeOther financial income comprises interest income, including interest income on receivables from group enterprises, net capital or exchange gains on payables and transactions in foreign currencies, amortisation of ​financial assets as well as tax relief under the Danish Tax Prepayment Scheme etc. Other financial expensesOther financial expenses comprise interest expenses, including interest expenses on payables to group enterprises, net capital or exchange losses on payables and transactions in foreign currencies etc. Tax on profit/loss for the yearTax for the year, which consists of current tax for the year and changes in deferred tax, is recognised in the ​​income statement by the portion attributable to the profit for the year and recognised directly in equity by the ​portion attributable to entries directly in equity.The Parent is jointly taxed with Zizzi Denmark ApS all of its Danish group enterprises. The current Danish income tax is allocated among the jointly taxed entities proportionally to their taxable income (full allocation with a refund concerning tax losses). GoodwillGoodwill is the positive difference between cost and fair value of assets and liabilities arising from acquisitions. ​Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience ​gained by Management for each business area. Useful life is determined based on an assessment of whether ​the enterprises are strategically acquired enterprises with a strong market position and a long-term earnings ​profile, and whether the amount of goodwill includes intangible resources of a temporary nature that cannot ​be separated and recognised as separate assets. Useful lives are reassessed annually. The amortisation ​periods used are 7-20 years and residual value is 0%. ​​Goodwill is written down to the lower of recoverable amount and carrying amount.Intellectual property rights etc.Intellectual property rights etc comprise acquired intellectual property rights (rental rights).Development projects on clearly defined and identifiable products and processes, for which the technical rate ​​of utilisation, adequate resources and a potential future market or development opportunity in the enterprise ​​can be established, and where the intention is to manufacture, market or apply the product or process in ​question, are recognised as intangible assets. Other development costs are recognised as costs in the income ​​statement as incurred. When recognising development projects as intangible assets, an amount equalling ​​the costs incurred less deferred tax is taken to equity in the reserve for development costs that is reduced ​​as the development projects are amortised and written down. ​​​ ​​​The cost of development projects comprises costs such as salaries and amortisation that are directly and ​​indirectly attributable to the development projects. ​​​ ​​​Indirect production costs in the form of indirectly attributable staff costs and amortisation of intangible ​​assets and depreciation on property, plant and equipment used in the development process are recognised in ​cost based on time spent on each project. ​​ ​​​Completed development projects are amortised on a straight-line basis using their estimated useful lives ​​which are determined based on a specific assessment of each development project. If the useful life cannot ​​be estimated reliably, it is fixed at 10 years. For development projects protected by intellectual property rights, ​the maximum period of amortisation is the remaining duration of the relevant rights. The amortisation periods ​used are 3-5 years. Intellectual property rights acquired are measured at cost less accumulated amortisation, which is set at 10 ​years and the residual value is 0%. ​​Intellectual property rights etc are written down to the lower of recoverable amount and carrying amount. Property, plant and equipmentOther fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation and ​impairment losses. ​​Cost comprises the acquisition price, costs directly attributable to the acquisition and preparation costs of ​the asset until the time when it is ready to be put into operation. ​​The basis of depreciation is cost less estimated residual value after the end of useful life. Straight-line depreciation is made on the basis of the following estimated useful lives of the assets:Useful life Other fixtures and fittings, tools and equipment3-5 yearsLeasehold improvements3-10 yearsFor leasehold improvements and assets subject to finance leases, the depreciation period cannot exceed ​​the contract period. ​​ ​​Estimated useful lives and residual values are reassessed annually. ​​ ​​Items of property, plant and equipment are written down to the lower of recoverable amount and carrying ​​amount. Investments in group enterprisesIn the parent financial statements, investments in group enterprises are recognised and measured according ​to the equity method. This means that investments are measured at the pro rata share of the enterprises' ​equity value plus unamortised goodwill and plus or minus unrealised intra-group profits and losses.​​ ​​Goodwill is calculated as the difference between cost of the investments and fair value of the pro rata share of assets and liabilities acquired. Goodwill is amortised straight-line over its estimated useful life, which is fixed based on the experience gained by Management for each business area. Useful life is determined based on an assessment of whether the enterprises are strategically acquired enterprises with a strong market ​position and a long-term earnings profile and whether the amount of goodwill includes intangible resources of a temporary nature that cannot be separated and recognised as separate assets. Useful lives are reassessed annually. The amortisation periods used are 7-20 years.​​ ​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. ​​ ​​Cost consists of purchase price plus delivery costs. Cost of manufactured goods and work in progress consists ​​of costs of raw materials, consumables, direct labour costs and indirect production costs. ​​ ​​The net realisable value of inventories is calculated as the estimated selling price less completion costs and ​​costs incurred to execute sale. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and ​​doubtful debts. Deferred taxDeferred tax is recognised on all temporary differences between the carrying amount and the tax-based ​value of assets and liabilities, for which the tax-based value is calculated based on the planned use of each ​asset or the planned settlement of each liability.​​ ​​Deferred tax assets, including the tax base of tax loss carryforwards, are recognised in the balance sheet at ​​their estimated realisable value, either as a set-off against deferred tax liabilities or as net tax assets. Tax payable or receivableCurrent tax payable or receivable is recognised in the balance sheet, stated as tax computed on this year's ​​taxable income, adjusted for prepaid tax.Joint taxation contributions payable or receivable Current joint taxation contributions payable or receivable are recognised in the balance sheet, stated as tax computed on this year's taxable income, adjusted for prepaid tax. For tax losses, joint taxation contributions receivable are only recognised if such losses are expected to be used under the joint taxation arrangement. PrepaymentsPrepayments comprise incurred costs relating to subsequent financial years. Prepayments are measured at ​​cost. CashCash comprises cash in hand and bank deposits. Operating leasesLease payments on operating leases are recognised on a straight-line basis in the income statement over the ​term of the lease. Other financial liabilitiesOther financial liabilities are measured at amortised cost, which usually corresponds to nominal value. Cash flow statementThe cash flow statement shows cash flows from operating, investing and financing activities, and cash ​​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with activities and fixed asset investments, and purchase, development, improvement and sale, ​​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk. ​​A cash flow statement has not been prepared for the parent company with reference to the Danish Financial Statements Act, Section 86. The cash flow statement shows cash flows from operating, investing and financing activities, and cash ​​and cash equivalents at the beginning and the end of the financial year. ​​ ​​Cash flows from operating activities are presented using the indirect method and calculated as the operating ​​profit/loss adjusted for non-cash operating items, working capital changes, and financial income, financial expenses and income tax paid. ​​ ​​Cash flows from investing activities comprise payments in connection with activities and fixed asset investments, and purchase, development, improvement and sale, ​​etc. of intangible assets and property, plant and equipment. ​​ ​​Cash flows from financing activities comprise changes in the size or composition of the contributed capital ​​and related costs, and the raising of loans, repayments of interest-bearing debt, including lease liabilities, purchase of treasury shares and payment of dividend. ​​ ​​Cash and cash equivalents comprise cash and short-term securities with an insignificant price risk. ​​A cash flow statement has not been prepared for the parent company with reference to the Danish Financial Statements Act, Section 86. true Grundlag for konklusion Konklusion Revisionspåtegning Regnskabsklasse C, stor virksomhed 2024-12-31 2024-01-01 33963556 Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab 2300 København S 2025-12-31 2025-01-01 Zizzi Holding ApS 40298568 Kolding 6000 4 Egtved Allé Billund Billund 7190 29 Kløvermarken