38887742 2025-01-01 2025-12-31 38887742 2025-01-01 2025-12-31 1 38887742 2025-01-01 2025-12-31 1 38887742 2025-01-01 2025-12-31 2 38887742 2025-01-01 2025-12-31 3 38887742 2025-01-01 2025-12-31 1 38887742 2025-01-01 2025-12-31 2 38887742 2024-01-01 2024-12-31 38887742 2025-12-31 38887742 2024-12-31 38887742 2024-12-31 fsa:ContributedCapitalMember 38887742 2024-12-31 fsa:RetainedEarningsMember 38887742 2024-12-31 fsa:SharePremiumMember 38887742 2025-01-01 2025-12-31 fsa:ContributedCapitalMember 38887742 2025-01-01 2025-12-31 fsa:RetainedEarningsMember 38887742 2025-12-31 fsa:ContributedCapitalMember 38887742 2025-12-31 fsa:RetainedEarningsMember 38887742 2025-12-31 fsa:SharePremiumMember 38887742 2023-12-31 fsa:ContributedCapitalMember 38887742 2023-12-31 fsa:RetainedEarningsMember 38887742 2023-12-31 fsa:SharePremiumMember 38887742 2023-12-31 38887742 2024-01-01 2024-12-31 fsa:ContributedCapitalMember 38887742 2024-01-01 2024-12-31 fsa:RetainedEarningsMember 38887742 2024-01-01 2024-12-31 fsa:SharePremiumMember iso4217:DKK Lisa Bach Key figures DKKm 2025 2024 2023 2022 2021* Income statement Operating result -5 8 -5 -5 - Result from financial income and expenses, net 528 250 -36 -96 -320 Net result for the year -17.296 116 -6.533 -2.194 14.659 Balance sheet at 31 December Total assets 27.148 49.560 48.136 52.477 53.382 Equity 20.951 42.963 29.048 35.246 37.440 Financial ratios (%) Liquidity ratio 16 780 780 760 3.404 Solvency ratio 77 87 60 67 70 Return on equity -54 0 -20 -6 78 *Key figures for 2021 have been restated after the merger with Nets Topco 3 S.à.r.l. took place in 2022. As the consolidation is a reverse vertical merger, the restatement is completed by using the Group method of the companies (proforma). Business foundation The Company’s key activities comprise the holding of the equity investments in Nets Holdco 5 AS and Nexi Germany Holding GmbH which is 100% owned. 2025 Highlights Financial performance for 2025 Result after tax was a loss in the amount of DKK 17.296 million, compared to the profit of DKK 116 million in 2024. The negative result was driven by a partial impairment of the investments in Nexi Germany Holding GmbH and Nets Holdco 5 A/S as the value in use, calculated based on expected future cash flows was determined to be lower than the carrying amount. Investments in subsidiaries decreased due to an impairment loss of DKK 17.722 million related to Nexi Germany Holding GmbH and Nets Holdco 5 AS. 31 December 2025, equity amounted to DKK 20.951 million compared to DKK 42.963 million 31 December 2024. The decrease in equity of DKK 22.014 million was attributable to the net result of the year and debt waiver of intercompany receivables related to group enterprises, which has been recognized directly in equity. The Financial performance in 2025, excluding the impairment loss, was in line with the expectations outlined in the company's financial statement 2024, where no impairment was anticipated. There are 1 employee in Nets Holdco 1 ApS. (2024:1) No remuneration has been paid to the management in 2025 or 2024, as the remuneration is paid by Nets Denmark A/S, where the management is employed. Outlook for 2026 In 2025 the company’s result before tax, and before impairment, was positive DKK 524 million. Management expects that the result before tax for 2026 will be in line with that. Events subsequent to the financial year No significant events affecting the Annual Report for 2025 have occurred subsequently to 31 December 2025. Statement by the Board of Directors and the Executive Board The Board of Directors and the Executive Board have today considered and adopted the Annual Report of Nets Holdco 1 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 of the Company at 31 December 2025 and of the results of the Company’s operations for the year 1 January – 31 December 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. Ballerup Stefan Cyron Christian Henrik TheodorSegersven Chairman Stefan Cyron Henrik Schiøtz Nielsen To the Shareholder of Nets Holdco 1 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 Nets Holdco 1 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. 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 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 financial statements that give a true and fairview 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. 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 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 significantdeficiencies in internal control that we identify during our audit. Hellerup PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Michael Groth Hansen Henrik Kyhnauv State Authorised Public Accountant State Authorised Public Accountant Nets Holdco 1 ApS Klausdalsbrovej 601 2750 Ballerup 38887742 Ballerup Strandvejen 44 2900 Hellerup true The numbers have been converted from thousands to millions for this year’s report in order to make the report comprehensive for the reader. The conversion from thousands to millions has no impact on the financial situation of the company. Pursuant to section 96(3) of the Danish financial statements Act, no audit fee note is prepared as the company is included in the financial statement of Nexi S.p.A. Recognition and measurement Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the Company and the value of the asset can be reliably measured. Liabilities are recognised in the balance sheet when an outflow of economic benefits is probable and when the liability can be reliably measured. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described below for each individual item. In recognising and measuring assets and liabilities, any gains, losses and risks occurring prior to the presentation of the Annual Report that evidence conditions existing at the balance sheet date are taken into account. Income is recognised in the income statement as earned. Equally, costs incurred to generate the year's earnings are recognised, including depreciation, amortisation, impairment and provisions as well as reversals as a result of changes in accounting estimates of amounts which were previously recognised in the income statement. Foreign currency translation On initial recognition, transactions denominated in foreign currencies are translated at the exchange rates at the transaction date. Foreign exchange differences arising between the exchange rates at the transaction date and the date of payment are recognised in the income statement as Financial income or Financial expense. Receivables and payables and other monetary items denominated in foreign currencies are translated at the exchange rates at the balance sheet date. The difference between the exchange rates at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest financial statements is recognised in the income statement as Financial income or Financial expense. External costs External costs incurred in the year comprise administration costs. Financial income and financial expenses Financial income and expenses comprise interest income and expense, realised and unrealised gains, dividends and losses on transactions denominated in foreign currencies. Loan fees are amortized over the loan period. Amortisation and impairment losses Amortisation and impairment losses comprise the year's amortisation of intangible assets and impairment losses. Tax Nets Holdco 1 ApS and Danish group enterprises are jointly taxed. The current Danish corporation tax allocated between the jointly taxed companies in proportion to their taxable income is recognised in the income statement. The tax saving as a result of losses is also refunded proportionately. Tax assets are recognised if they can be set off against deferred tax in other tax joint enterprises or if it is probable that it can be utilised in future earnings. Current and deferred tax is computed at the tax rates applicable. The companies in the Group are taxed under the on-account tax scheme. Interest/refund relating to the tax payment is included in interest income and expense and similar items. Impairment losses Impairment tests are conducted of individual assets or groups of assets when there is an indication that they may be impaired. The carrying amount of impaired assets is reduced to the lower of the net selling price and the value in use (recoverable amount). The recoverable amount is the higher of an asset's net selling price and its value in use. The value in use is determined as the present value of the anticipated net income from the use of the asset or group of assets. Investments in subsidiaries Subsidiaries are valued at cost in the Company accounts. The investment is valued at acquisition cost of the shares unless write down for impairment has been necessary. Group contributions to subsidiaries, less tax, are recognized as increased cost of the shares. Dividends / group contributions are recognized in the same year as appropriated in the subsidiary. When dividends / group contributions exceed the share of retained profit subsequent to the acquisition, the excess part is considered repayment of invested capital and is deducted from the carrying value in the balance. Cash and cash equivalents Cash and cash equivalents comprise cash and bank deposits. Equity Proposed dividends are disclosed as a separate item under equity. Dividends are recognised as a liability at the date when they are adopted at the Annual General Meeting. Liabilities Financial liabilities are measured at amortised cost, substantially corresponding to nominal value. Financial ratios Financial ratios Pursuant to section 112(1) of the Danish Financial Statements Act, no consolidated financial statements have been prepared for Nets Holdco 1 ApS and subsidiaries as the companies are included in the consolidated financial statements of Nexi S.p.A. Pursuant to section 86(4) of the Danish financial statements Act, no cashflow statement is prepared as the company is included in the consolidated financial statement of Nexi S.p.A. 5000000 -8000000 -5000000 8000000 710000000 731000000 182000000 481000000 17722000000 0 -17199000000 258000000 97000000 142000000 -17296000000 116000000 17419000000 35141000000 0 0 0 9000000 8711000000 12687000000 26130000000 47837000000 1009000000 1722000000 9000000 1000000 1018000000 1723000000 27148000000 49560000000 0 0 6797000000 28809000000 14154000000 14154000000 20951000000 42963000000 0 6376000000 0 6376000000 5875000000 0 207000000 6000000 115000000 215000000 6197000000 221000000 27148000000 49560000000 0 28809000000 14154000000 42963000000 0 -17296000000 -17296000000 0 -4716000000 -4716000000 0 6797000000 14154000000 20951000000 0 28693000000 355000000 29048000000 0 116000000 116000000 0 13799000000 13799000000 0 28809000000 14154000000 42963000000 Financial income DKKm 2025 2024 Interest income 6 - Interest income from group enterprises 514 731 Foreign exchange gain 190 - Total financial income 710 731 Financial expenses DKKm 2025 2024 Interest expense from group enterprises -182 -395 Foreign exchange loss - -86 Total financial expenses -182 -481 Income tax DKKm 2025 2024 Current tax for the year -115 -19 Deferred tax for the year - -40 Adj. for current tax of prior periods 11 -83 Other tax expenses 7 - Total income tax -97 -142 Investments in subsidiaries DKKm 2025 2024 Accumulated cost at 1 January 35.141 35.141 Impairment of investments* -17.722 - Accumulated cost at 31 December 17.419 35.141 Carrying amount at 31 December 17.419 35.141 *Special item in 2025, was impairment of Nexi holding Germany GmbH and Nets Holdco 5 A/S. -17296000000 116000000 Deferred tax assets DKKm 2025 2024 Deferred tax assets as of 1 January - 40 Additions - -40 Deferred tax assets as of 31 December - - Deposits DKKm 2025 2024 Deposits as of 1 January 9 9 Withdrawal -9 - Deposit as of 31 December - 9 Share capital Total share capital of DKK 55 thousand consist of 1.000 shares with nominal value of DKK 55 each. Nets Holdco 1 ApS waived off loans given to Nets Denmark A/S, in the amount of DKK 4,716 million as of 4 July 2025. The waiver was part of simplifying the capital structure. This transaction has been accounted for as a debt waiver of intercompany loans and recognized within retained earnings. Loans from parent company End 2021, the entity has entered into two intra-group loan agreement with an indirect parent company. The loans have a 5-year maturity. The balance as of 31 December 2025 is DKKm 5.875. The loans fall due within 12 months after the balance sheet date and are therefore classified as current liabilities. The Company expects to refinance the loans. Contingent liabilities The Company is jointly taxed with other Danish companies in the Nets Group. Together with the other companies included in the joint taxation, the Company has joint and several unlimited liabilities for Danish corporation taxes and withholding taxes on dividends, interest and royalties. 11 Related party transactions All transactions with related parties are made on an arm’s length basis. The company is fully owned by Nexi S.p.A Share capital, net profit and equity in subsidiaries specified below are based on annual reports for 2025 and stated in local currency in thousand. Net Share profit/loss Equity Ownership capital Nets Holdco 5 A/S, Haavard Martinsens vej 54, -16.349.370 29.920.004 100% 81 NO-0978|0301 Oslo Nexi Germany Holding GmbH, Helfmann Park 7, -37.723 1.383.446 100% 25 65760 Eschborn, Germany 12 Consolidated financial statements The Company is part of the consolidated financial statements of Nexi S.p.A., Corso Sempione 55, 20149 Milan, Italy. 13 Events after the balance sheet date No significant events affecting the Annual Report for 2025 have occurred subsequently to 31 December 2025. Annual report Auditor's report on audited financial statements ParsePort XBRL Converter 2025-01-01 2025-12-31 2024-01-01 2024-12-31 2026-06-29 Reporting class B DK 2017-08-29 www.nets.eu 2026-06-29 CEO 38887742 Nets Holdco 1 ApS Klausdalsbrovej 601 DK-2750 Ballerup Opinion Basis for Opinion 2026-06-29 mne33228 mne40028 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup