BDO Statsautoriseret revisionsaktieselskabHavneholmen 29DK-1561 København V20222670Årsrapport2025-06-25Lars Bang PedersenFrida Group ApSFruebjergvej 32100 Copenhagen ØErklæring om udvidet gennemgang427000452021-09-23Copenhagen2024-01-012024-12-312023-01-012023-12-31BDO Statsautoriseret revisionsaktieselskabHavneholmen291561Copenhagen VCopenhagen2025-06-25Lars Bang PedersenKonklusionGrundlag for konklusionCopenhagen2025-06-25BDO Statsautoriseret revisionsaktieselskab20222670Mads Juul HansenErklæring om udvidet gennemgangState Authorised Public Accountantmne44386-5115848-36031553282629367515884438443-8406920-72867561319658595903271086-9002692-7548184-786122-766109-8216570-6782075-8216570-6782075-8216570-6782075197002814319700281434796147961479614796167661761046084403726178612276610913945628033701229011609491517463964319158512410404234376443764-14359560-6142990-14315796-60992260309287726733712999062267337160919391039553902183262453587588065101322754910477101590092071396491585124104042343764-6142990-821657043764-143595606531626783310204743563330004559531954328262936751585819711765141393294572595903271086-786122-766109422154221514072844322515197004796147961479612673371Regnskabsklasse BtruetrueToday the Executive Board have discussed and approved the Annual Report of Frida Group ApS for the financial year 1 January - 31 December 2024. The Annual Report is presented in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024. The Management Commentary includes in my opinion a fair presentation of the matters dealt with in the Commentary. I recommend the Annual Report be approved at the Annual General Meeting. To the Shareholder of Frida Group ApS We have performed an extended review of the Financial Statements of Frida Group ApS for the financial year 1 January - 31 December 2024, which comprise income statement, Balance Sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The Financial Statements are prepared under the Danish Financial Statements Act. Based on the work performed in our opinion, the Financial Statements give a true and fair view of the Company's financial position at 31 December 2024 and of the results of the Company's operations for the financial year 1 January - 31 December 2024 in accordance with the Danish Financial Statements Act. Basis for Conclusion Grundlag for konklusion We conducted our extended review in accordance with the Danish Business Authority's Assurance Standard for Small Enterprises and FSR – Danish Auditors' standard on extended review of Financial Statements prepared in accordance with the Danish Financial Statements Act. Our responsibilities under those standards and requirements are further described in the "Auditor's Responsibilities for the Extended Review 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 (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the financial statements in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Emphasis of Matter Regarding the Extended Review The company has voluntarily opted for audit obligation for the current financial year, and it has been decided to conduct an extended review of the annual financial statements. We must emphasize, as also stated in the annual financial statements, that no extended review or audit has been conducted on the comparative figures in the annual financial statements. Management's Responsibilities for the Financial Statements Management is responsible for the preparation of Financial Statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such Internal control as Management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the Financial Statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our responsibility is to express a conclusion on the Financial Statements. This requires that we plan and perform procedures in order to obtain limited assurance for our conclusion on the Financial Statements and in addition perform specifically required supplementary procedures to obtain further assurance for our conclusion. An extended review comprises procedures that primarily consist of making inquiries of Management and others within the Company, as appropriate, analytical procedures and the specifically required supplementary procedures as well as evaluation of the evidence obtained. The procedures performed in an extended review are less than those performed in an audit, and accordingly, we do not express an audit opinion on the Financial Statements. Statement on the Management Commentary Management is responsible for the Management Commentary. Our conclusion on the Financial Statements does not cover the Management Commentary, and we do not express any form of assurance conclusion thereon. In connection with our extended review of the Financial Statements, our responsibility is to read the Management Commentary and, in doing so, consider whether the Management Commentary is materially inconsistent with the Financial Statements or our knowledge obtained during the extended review, 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 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 the Management Commentary. Principal activities The Frida Group's main activities include production and sales as well as financing and related business. Significant events after the end of the financial year Management engaged in discussions with potential new investors during 2025. An agreement was reached between management and the new investors, resulting in a capital increase in the first quarter of 2025. We also refer to Note 7, which outlines the assumptions underlying the going concern basis. Apart from the above, no events of material significance to the company’s financial position have occurred after the end of the financial year. DKK Share capital Retained earnings Total Equity at 1 January 2024 43.764 -6.142.990 -6.099.226 Proposed profit allocation -8.216.570 -8.216.570 Equity at 31 December 2024 43.764 -14.359.560 -14.315.796 1 | Staff costs Average number of full time employees 6 5 Wages and salaries 3.162.678 3.310.204 Pensions 74.356 333.000 Social security costs 45.595 31.954 3.282.629 3.675.158 2 | Other financial expenses Group enterprises 581.971 176.514 173.107 Other interest expenses 13.932 94.572 595.903 271.086 4 | Property, plant and equipment DKK Other plant, machinery tools and equipment Cost at 1 January 2024 42.215 Cost at 31 December 2024 42.215 Depreciation and impairment losses at 1 January 2024 14.072 Depreciation for the year 8.443 Depreciation and impairment losses at 31 December 2024 22.515 Carrying amount at 31 December 2024 19.700 5 | Financial non-current assets DKK Rent deposit and other receivables Additions 47.961 Cost at 31 December 2024 47.961 Carrying amount at 31 December 2024 47.961 6 | Long-term liabilities 31/12 2024 Repayment Debt outstanding 31/12 2023 DKK total liabilities next year after 5 years total liabilities Convertible and interest-bearing debt instruments 10.395.539 10.395.539 0 3.092.877 Payables to owners and management 2.673.371 0 2.673.371 2.999.062 13.068.910 10.395.539 2.673.371 6.091.939 The value of convertible and interest-bearing debt amounts to DKK'000 10,396 as of the balance sheet date. The entire value is expected to be converted into equity by the end of 2025 and is not expected to have any liquidity impact on the company. 7 | Going concern assumptions As of the date of approving the annual report for 2024, the company is in advanced discussions with current investors regarding further capital injection to cover expenses. Additionally, the company has already executed an investment round in early 2025 of 7,5 mio. DKK. Furthermore there is a plan to convert all Convertible and interest-bearing debt instruments at year-end 2025. The capital increases will ensure liquidity for the remainder of 2025. Consequently, management has assessed that the company is going concern. The Annual Report of Frida Group ApS for 2024 has been presented in accordance with the provisions of the Danish Financial Statements Act for enterprises in reporting class B and certain provisions applying to reporting class C. Regnskabsklasse B1 true true The Annual Report is prepared consistently with the accounting principles applied last year. Net revenue Net revenue from the sale of merchandise and finished goods is recognised in the Income Statement if supply and risk transfer to purchaser has taken place before the end of the year and if the income can be measured reliably and is expected to be received. Revenue from the sale of services is recognised in the income statement when delivery is made to the buyer. Cost of sales Cost of sales comprise costs incurred to achieve the net revenue for the year, including direct and indirect costs of raw materials and consumables. Other operating income Other operating income includes items of a secondary nature in relation to the enterprises' principal activities, including profit from sale of intangible and tangible assets, operating loss and conflict compensations, as well as salary refunds. Compensations are recognised when the income is estimated to be realisable. Other external expenses Other external expenses include other production, sales, delivery and administrative costs, including costs of energy, marketing, premises, loss on bad debts, lease expenses, etc Staff costs Staff costs comprise wages and salaries, including holiday pay and pensions, and other costs of social security etc., for the Company's employees. Financial income and expenses Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices. Tax The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity. Property, plant and equipment Other plant, fixtures and equipment are measured at cost less accumulated depreciation and impairment losses. The depreciation base is cost less estimated residual value after end of useful life. The cost includes the acquisition price and costs incurred directly in connection with the acquisition until the time when the asset is ready to be used. Straight-line depreciation is provided on the basis of an assessment of the expected useful lives of the assets and their residual value: Useful life Residual value Other plant, fixtures and equipment 5 years 0 % Financial non-current assets Deposits include rental deposits which are recognised and measured at cost. Deposits are not depreciated. Impairment of fixed assets The carrying amount of property, plant and equipment together with fixed assets, which are not measured at fair value,, are assessed annually for indications of impairment other than that reflected by amortisation and depreciation. In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the recoverable amount is lower than the carrying amount, the asset is written down to the recoverable amount. The recoverable amount is calculated at the higher of the capital value and the sales value less expected costs of a sale. The capital value is determined as the Company's share in the current value of the net cash flows which the subsidiary is expected to generate through its activities and from sale of assets after the end of their useful lives. A discount rate is used which reflects the risk-free market rate and the owners' minimum return on interest requirements for similar assets. The growth rate in the terminal period is determined in accordance with the standards within the industry. Receivables Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses. Tax payable and deferred tax Current tax liabilities and receivable current tax are recognised in the Balance Sheet as the calculated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and taxes paid on account. Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities. Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff 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 under the legislation in force on the Balance Sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. Liabilities Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less transaction costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recognised in the Income Statement over the loan period. The amortised cost of current liabilities corresponds usually to the nominal value. Foreign currency translation Transactions in foreign currencies are translated at the rate of exchange on the transaction date. Exchange differences arising between the rate on the transaction date and the rate on the payment date are recognised in the Income Statement as a financial income or expense. Receivables, payables and other monetary items in foreign currencies that are not settled on the Balance Sheet date are translated at the exchange rate on the Balance Sheet date. The difference between the exchange rate on the Balance Sheet date and the exchange rate at the date when the receivables or payables come into existence recognised in the Income Statement as financial income or expenses. 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