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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 31.12.2025and of the results of their operations and the consolidated cash flows for the financial year01.01.2025 -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. Aalborg 2026-04-22 Claus Ulrik Ravnsbo Esko Mikael Aro Chair Claus Juel Jensen Per Olof Martin Frankling Andréa Ellinor Persdotter Nilsson Ivar Villa To the shareholders of Geia Group ApS We have audited the consolidated financial statements and the parent financial statements of Geia Group 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 by relevant law and regulations.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. Aalborg 2026-04-22 Deloitte Statsautoriseret Revisionspartnerselskab Deloitte Statsautoriseret Revisionspartnerselskab 33963556 33963556 Lars Birner Sørensen State Authorised Public Accountant mne11671 Thomas Simoni State Authorised Public Accountant mne45826 Financial highlights2025​DKK'0002024​DKK'0002023​DKK'0002022​DKK'0002021​DKK'000Key figuresRevenue3,582,8493,004,0733,007,3092,739,9441,178,375Gross profit/loss313,855252,687253,119218,66765,182Operating profit/loss9,697(3,460)6,198(17,409)(40,511)Net financials(62,982)(49,953)(61,255)(45,012)(9,483)Profit/loss for the year(69,760)(71,736)(84,368)(77,277)(60,563)Balance sheet total1,360,9871,314,0191,403,2091,447,5381,314,327Investments in property, plant and equipment5,2453,0114,0294,77614,942Equity223,60843,016108,677188,755155,435Cash flows from operating activities45,47185,48950,595(20,394)48,845Cash flows from investing activities(159,071)(2,541)(38,677)(142,150)(962,071)Cash flows from financing activities53,245(27,523)(19,585)176,221999,837RatiosGross margin (%)8.768.418.427.985.53Net margin (%)(1.95)(2.39)(2.81)(2.82)(5.14)Equity ratio (%)16.433.277.7413.0411.83Financial 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 ​​​Balance sheet total Primary activitiesGeia Group is active across Europe, primarily specializing in food and beverages. We are a strong business partner with extensive expertise across a wide range of product categories – from frozen and chilled food to groceries and beverages. We act as a value-adding link between suppliers and customers, developing food concepts for the Nordics and the UK through unique competencies and a long track record as a trusted partner. ​ ​We create value for our customers by boosting product innovation, reducing operational complexity, and increasing category profitability. Our best-in-class supplier network benefits from a single point of access to our home markets in the Nordic region and the UK, an effective sales platform, deep customer insights, and a cost-efficient logistics and quality assurance setup. Development in activities and financesThe Group generated a net loss of 69.8 m.DKK in the financial year. The loss for the period is in line with the expectations of the Board of Directors. Profit/loss for the year in relation to expected developmentsThe Group realized a profit before tax, excluding amortization of intangible assets, of 84.4 m.DKK. This is slightly below the expected range of 90–115 m.DKK due to market circumstances. Uncertainty relating to recognition and measurementThere are no uncertainties related to recognition and measurement. Unusual circumstances affecting recognition and measurementThere have been no unusual circumstances affecting recognition and measurement. OutlookThe Group expects strong performance in the financial year 2026, as sales development in Denmark and foreign markets continues to be positive. We expect a profit before tax in the range of 130–160 m.DKK, excluding amortization of intangible assets in 2026. Use of financial instrumentsBusiness risks ​The Group has a comprehensive system for managing quality and food safety risks. Over the years, the Group ​has been able to manage the risks associated with raw material and food product price volatility. ​ ​Financial risks ​Due to its operations, investments, and financing, the Group is exposed to changes in interest and exchange rates. The Group pursues a fiscal policy with a low-risk profile, ensuring that currency, interest, and credit risks only arise from commercial activities. ​ ​Currency risks ​The Groups primary exposure is managed by purchasing and selling products in the same currencies. Short-term exposures arising from the business are hedged using forward exchange contracts. It is company policy to hedge the most significant commercial currency risks on a 3–9 month basis. The Group does not enter into speculative currency contracts. ​ ​At the end of the financial year 2025, the notional value of the Group’s forward exchange contracts for managing future currency risks amounted to negative 4.1 m.DKK. ​Forward exchange contracts hedge activities in EUR, USD, NOK, and SEK with terms of up to 24 months. Research and development activitiesThe Group incurred costs of 2.7 m.DKK in connection with the continued development of systems and solutions during the year. Foreign branchesThe Group is represented in Sweden through the subsidiaries Geia Food AB and Geia Food Holding AB; in Norway​through the subsidiaries Geia Food Norge AS and Geia Food AS; in Finland through the subsidiary TopFoods Finland OY; and in the United Kingdom through Geia UK Ltd. and its subsidiaries. Statutory report on corporate social responsibilityGeia Group has prepared a sustainability report for the financial year 2025, which represents Geia Group’s statutory statement on corporate social responsibility. ​The sustainability report contains a description of the Group’s overall policies and strategies, results, and planned​actions within the areas of environment and climate, social and staff matters, human rights, anti-corruption, and bribery. ​ ​The sustainability report can be viewed and downloaded at: ​​https://cms.geiagroup.com/uploads/2026/03/Sustainability-report-2025-Geia-Group.pdf Statutory report on data ethics policyThis is the statutory statement on the Policy for Data Ethics in compliance with section 99d of the Danish Financial Statements Act (Årsregnskabsloven). ​ ​The Group’s Data Ethics Policy is intended for colleagues and current or potential business partners. It covers the use of all types of data—not just personal data—and aligns with the principles of transparency, data minimization, integrity, and confidentiality. The policy complements other internal policies concerning personal data, cookies, and more. ​ ​The Data Ethics Policy addresses various aspects, including the types of data used, how data is obtained, and how​it is utilized. It also covers topics such as artificial intelligence, machine learning, and the adoption of new technologies at a Group level. ​ ​The Group is aware of both security and data ethics risks related to employees and other stakeholders. Several elements are already incorporated into existing policies and procedures that describe our data ethics and privacy practices. Furthermore, a data protection and cybersecurity policy was implemented in 2022. Events after the balance sheet dateThe Group acquired the Denmark-based company Bake & Take A/S in February 2026. The newly acquired company became part of the Group as of February 27, 2026. 3582849000 3004073000 18351000 6724000 3191577000 2680110000 95768000 78000000 313855000 252687000 163414000 137175000 140744000 118972000 9697000 -3460000 7320000 10034000 70302000 59987000 -53285000 -53413000 16475000 18323000 -69760000 -71736000 39244000 14964000 75000 1904000 724124000 732812000 763443000 749680000 3297000 5558000 356000 394000 3653000 5952000 5000 5000 2847000 2824000 0 192000 2852000 3021000 769948000 758653000 243586000 197442000 9879000 6652000 253465000 204094000 222645000 186737000 9005000 0 718000 572000 10313000 11994000 84000 420000 7118000 3503000 249883000 203226000 87691000 148046000 591039000 555366000 1360987000 1314019000 47942000 33420000 -3329000 -2535000 -5160000 -9896000 184155000 22027000 223608000 43016000 833000 1035000 833000 1035000 1723000 1465000 0 222866000 617392000 564008000 1024000 888000 1851000 12843000 621990000 802070000 29390000 29665000 1130000 3002000 372491000 343699000 17108000 12954000 94437000 78578000 514556000 467898000 1360987000 1314019000 33420000 0 -2535000 -9896000 22027000 14522000 234614000 0 0 0 794000 0 0 2575000 0 0 0 565000 0 -234614000 0 2726000 231888000 0 0 -69760000 47942000 0 -3329000 -5160000 184155000 43016000 249136000 794000 2575000 565000 0 -69760000 223608000 140744000 119612000 258000 1465000 -35477000 38861000 Exchange rate adjustments -3744000 3702000 -1872000 -1620000 109606000 158560000 7320000 4318000 59122000 50504000 12333000 26885000 45471000 85489000 0 2051000 1477000 3011000 670000 2580000 23000 59000 165052000 0 Cash from acquisition of enterprises 6811000 0 -159071000 -2541000 113600000 -82948000 85267000 11532000 32022000 41078000 0 2023000 53245000 -27523000 -60355000 55425000 148046000 92621000 87691000 148046000 1 Events after the balance sheet dateThe Group acquired the company Bake & Take A/S in February 2026. The newly acquired company became part of the Group as of 27 February 2026. ​ ​As of 27 February 2026, a capital increase has been carried out. The contributed capital now amounts to 48,626 t.DKK.​ ​No other events have occurred after the balance sheet date to this date, which would influence the evaluation of ​this annual report. 2 RevenueThe group's activities are within one segment and one geographic area. 3 Fees to the auditor appointed by the Annual General MeetingDeloitte​2025​DKK'000Other​2025​DKK'000Total​2025​DKK'000Statutory audit services6901,2041,894Other assurance engagements32032Tax services1640164Other services880889741,2042,178Deloitte​2024​DKK'000Other​2024​DKK'000Total​2024​DKK'000Statutory audit services578364942Other assurance engagements0232232Tax services15856214Other services165632289017151,616 4 Staff costs2025​DKK'0002024​DKK'000Wages and salaries139,734118,531Pension costs14,26710,331Other social security costs9,4138,313163,414137,175Average number of full-time employees209190Remuneration​of ​management​2025​DKK'000Remunerationof management​2024​DKK'000Total amount for management categories4,1584,5444,1584,544 209 190 Remuneration​of ​management​2025​DKK'000Remunerationof management​2024​DKK'000Total amount for management categories4,1584,5444,1584,544 4158000 4544000 5 Depreciation, amortisation and impairment losses2025​DKK'0002024​DKK'000Amortisation of intangible assets137,657115,089Depreciation on property, plant and equipment3,0873,883140,744118,972 6 Other financial income2025​DKK'0002024​DKK'000Other interest income463382Exchange rate adjustments3,4020Other financial income3,4559,6527,32010,034 7 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises08,877Other interest expenses4,4570Other financial expenses65,84551,11070,30259,987 8 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Current tax14,85417,327Change in deferred tax1,6211,044Adjustment concerning previous years0(48)16,47518,323 9 Proposed distribution of profit/loss2025​DKK'0002024​DKK'000Retained earnings(69,760)(71,736)(69,760)(71,736) -69760000 -71736000 -69760000 -71736000 10 Intangible assetsAcquired intangible assets​DKK'000Acquired licences ​DKK'000Goodwill​DKK'000Cost beginning of year17,2386,9881,136,542Addition through business combinations etc1,272067,465Additions30,0430109,737Cost end of year48,5536,9881,313,744Amortisation and impairment losses beginning of year(2,274)(5,084)(403,730)Addition through business combinations etc(1,153)0(55,944)Amortisation for the year(5,882)(1,829)(129,946)Amortisation and impairment losses end of year(9,309)(6,913)(589,620)Carrying amount end of year39,24475724,124 11 Property, plant and equipmentOther fixtures and fittings, tools and equipment​DKK'000Leasehold improvements ​DKK'000Cost beginning of year23,918594Addition through business combinations etc3,607222Additions1,4160Disposals(914)0Cost end of year28,027816Depreciation and impairment losses beginning of year(18,360)(200)Addition through business combinations etc(3,485)(221)Depreciation for the year(3,048)(39)Reversal regarding disposals1630Depreciation and impairment losses end of year(24,730)(460)Carrying amount end of year3,297356Recognised assets not owned by Entity1,5010 12 Financial assetsOther investments​DKK'000Deposits​DKK'000Cost beginning of year52,824Additions023Cost end of year52,847Carrying amount end of year52,847 13 Deferred tax2025​DKK'0002024​DKK'000Intangible assets(2,228)(1,757)Property, plant and equipment(14)(15)Fixed asset investments411401Inventories66144Receivables5439Liabilities other than provisions330533Tax losses carried forward110Other taxable temporary differences1,255192Deferred tax(115)(463)​​Changes during the year2025​DKK'0002024​DKK'000Beginning of year(463)958Recognised in the income statement(1,621)(1,042)Recognised directly in equity565183Exchange rate adjustments1,404(562)End of year(115)(463)Deferred tax has been recognised in the balance sheet as follows2025​DKK'0002024​DKK'000 Deferred tax assets718572 Deferred tax liabilities(833)(1,035)(115)(463)​Deferred tax assetsDeferred tax assets relate primarily to property, plant and equipment, goodwill and financial instruments. 14 PrepaymentsPrepayments consist of rent and insurance costs. 15 Contributed capitalNumberNominal ​​value​DKK'000A shares6,433,7426,434B shares4,466,6304,467C shares22,659,94622,660D shares14,381,89414,38247,942,21247,943 16 Other provisions Other provisions comprise anticipated costs of pension liabilities to employees. 17 Subordinate loan capitalSubordinate loan capital was settled in June 2025. The loan carried interest at a rate equal to 4% per annum. 18 Non-current liabilities other than provisionsDue within 12 ​months​2025​DKK'000Due within 12 ​​months​2024​DKK'000Due after ​more than 12 ​months​2025​DKK'000Other provisions001,723Bank loans28,14328,129617,392Lease liabilities1,2471,5361,024Derivative financial instruments001,85129,39029,665621,990Outstanding debt after 5 years amounts to DKK 0. 19 Changes in working capital2025​DKK'0002024​DKK'000Increase/decrease in inventories1,1419,628Increase/decrease in receivables86,17017,541Increase/decrease in trade payables etc.(122,788)11,692(35,477)38,86120 Non-cash transactionsDuring the year, two capital increases were executed: (i) contribution of a receivable against the Group of DKK 15 million in January, which was subsequently cancelled, and (ii) conversion of subordinated loan capital of DKK 234 million in June. 21 Derivative financial instrumentsThe Company hedges currency risks on expected transactions in EUR, NOK, SEK and USD with forward exchange contracts. Forward exchange contracts relate to purchase of goods. Value adjustments are recognized in the equity and are expected to be carried out and recognized in the income statement after the balance sheet day. Primary of the forward exchange contracts are hedging towards currency risks relating to EUR/DKK, SEK/DKK and USD/DKK.PeriodFair value ​DKK'000Contractual ​value ​DKK'0000-6 months(4,106)882,9956-12 months(882)679,98412-24 months(1,816)1,096,355 22 Fair value informationForward exchange contracts​DKK'000Interest rate swaps ​DKK'000Fair value end of year (4,087)(2,717)Unrealised fair value ​adjustments recognised in ​the fair value reserve in ​equity(2,266)(4,652) 23 Other unrecognised commitmentsThe Group has entered agreements of rented premises with an annual rent of 7,360 t.DKK (2024: 2,801 t.DKK.) The contracts are irredeemable for up to 36 months and have an outstanding commitment of 12,777 t.DKK (2024:​5,603 t.DKK).​The Group has entered agreements of leasing cars with an annual lease cost of 5,003 t.DKK (2024: 4,438 t.DKK.) The contracts are irredeemable for up to 43 months and have an outstanding commitment of 5,928 t.DKK (2024: 7,196 t.DKK).​​Other than the above, the Group has, as of the balance sheet date, entered into other unrecognised commitments with a total of 71,374 t.DKK. The obligation relates to the acquisition of a subsidiary, non‑cancellable subscription agreements, and purchase commitments for goods that the company is obligated to buy after the balance sheet date. 24 Assets charged and collateralLoan with Danske Bank, DNB and Nykredit is secured by way of company charges. The Company charge comprises inventory, intellectual property rights, goodwill, other fixtures and fittings, tools and equipment and trade receivables, limited to 150,000 t.DKK. The book value of secured assets is 989,385 t.DKK 25 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report.​ No such transactions were conducted during the financial year. 26 SubsidiariesRegistered inCorporate ​​formOwnership ​​​%Geia BidCo ApSAalborg, DenmarkApS100.00Geia Food A/SAalborg, DenmarkA/S100.00Geia Food Holding ABKarlstad, SwedenAB100.00Geia Food ABKarlstad, SwedenAB100.00Geia Food Norge ASOslo, NorwayAS100.00Geia Food ASOslo, NorwayAS100.00Food Partners World 2022 ApSCopenhagen, DenmarkApS100.00Food Partners World ApSCopenhagen, DenmarkApS100.00TopFoods Finland OYNaantali, FinlandOY100.00Camsac-Lauge Seafood A/SMiddelfart, DenmarkA/S100.00Geia UK LtdLondon, United​KingdomLtd100.00Donatantonio Group Ltd.London, United KingdomLtd.100.00Lupa Foods Ltd.Hertfordshire, United KingdomLtd.100.00Lupa Foods BVNieuw-vennep, NetherlandsBV100.00Compleat Food Network Ltd. Nottingham, United KingdomLtd.100.00Food Network Ltd.Borehamwood,​United KingdomLtd.100.00 614000 7000 -614000 -7000 -67511000 -65115000 2562000 2375000 4447000 10016000 -70010000 -72763000 -250000 -1027000 -69760000 -71736000 186544000 252840000 186544000 252840000 186544000 252840000 47683000 36550000 17706000 17367000 65389000 53917000 0 358000 65389000 54275000 251933000 307115000 47942000 33420000 175665000 9596000 223607000 43016000 0 222866000 0 222866000 51000 18000 10780000 19456000 7838000 8819000 9617000 5789000 40000 7151000 28326000 41233000 28326000 264099000 251933000 307115000 33420000 0 0 9596000 43016000 14522000 234614000 0 249136000 0 1215000 0 1215000 -234614000 66296000 168318000 0 -67511000 -2249000 -69760000 47942000 0 0 175665000 223607000 1 Events after the balance sheet dateAs of 27 February 2026, a capital increase has been carried out. The contributed capital now amounts to 48,626 t.DKK.​​No other events have occurred after the balance sheet date to this date, which would influence the evaluation of ​this annual report. 2 Other financial income2025​DKK'0002024​DKK'000Financial income from group enterprises2,4512,349Other interest income126Other financial income11002,5622,375 3 Other financial expenses2025​DKK'0002024​DKK'000Financial expenses from group enterprises4,4479,924Other financial expenses0924,44710,016 4 Tax on profit/loss for the year2025​DKK'0002024​DKK'000Adjustment concerning previous years0(6)Refund in joint taxation arrangement(250)(1,021)(250)(1,027) 5 Proposed distribution of profit and loss2025​DKK'0002024​DKK'000Retained earnings(69,760)(71,736)(69,760)(71,736) -69760000 -71736000 -69760000 -71736000 6 Financial assetsInvestments in group enterprises​DKK'000Cost beginning of year520,607Cost end of year520,607Impairment losses beginning of year(267,767)Adjustments on equity1,215Share of profit/loss for the year(67,511)Impairment losses end of year(334,063)Carrying amount end of year186,544A specification of investments in subsidiaries is evident from the notes to the consolidated financial statements. 7 Subordinate loan capitalSubordinate loan capital was repaid in June 2025. The loan carried interest at a rate equal to 4% per annum. The subordinate loan capital is subordinate to other creditors. 8 Non-current liabilities other than provisionsOutstanding debt after 5 years amounts to DKK 0. 9 EmployeesThe Entity has no employees other than the Executive Board. 20252024Average number of full-time employees00 0 0 10 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. 11 Assets charged and collateralShares in Geia Bidco ApS have been deposited to guarantee the company's and affiliated companies' loan at ​Danske Bank. The affiliated companies are Geia BidCo ApS, Geia Food Norge AS, Geia Food AS, Geia Food Holding​AB, Geia Food AB, Food Partners World ApS, Camsac-Lauge Seafood A/S, Geia Food A/S, Geia Food UK and Lupa Foods Ltd. as of the 31st of December the affiliated companies bank debt amounts to 645,784 t.DKK. The book value of the shares are 186,091 t.DKK. ​ ​Any loans made from Geia BidCo ApS to Geia Group ApS has been deposited to guarantee the company's and affiliated companies' debt at Danske Bank. As of the 31st december, loan from Geia BidCo ApS to Geia Group ApS​amount to 10,780 t.DKK. 12 Non-arm’s length related party transactionsOnly non-arm's length related party transactions are disclosed in the annual report. ​No such transactions were conducted during the financial year.​ The consolidated financial statements have been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class C enterprises (large). The parent financial statements have been presented in accordance with the provisions of the Danish Financial Statements Act governing reporting class C enterprises (medium).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. Enterprises in which the Group, directly or indirectly, holds between 20% and 50% of the voting rights and exercises significant, but not controlling, influence are regarded as associates.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. ​Investments in subsidiaries are offset at the pro rata share of such subsidiaries’ net assets at the acquisition date,​with net assets having been calculated at fair value. Business combinationsNewly acquired or newly established enterprises are recognised in the financial statements from the time ​​of acquiring or establishing such enterprises. Divested or wound-up enterprises are recognised in the income ​​statement up to the time of their divestment or winding-up. ​​ ​​The purchase method is applied at the acquisition of new enterprises, under which identifiable assets and ​​liabilities of these enterprises are measured at fair value at the acquisition date. Provisions for costs of ​restructuring of the enterprise acquired are only made in so far as such restructuring was decided by the ​​enterprise acquired prior to acquisition. Allowance is made for the tax effect of restatements.Positive differences in amount (goodwill) between cost of the acquired share and fair value of the assets ​​and liabilities taken over are recognised in intangible assets, and they are amortised systematically over ​​the income statement based on an individual assessment of their useful lives. If the useful life cannot be ​​estimated reliably, it is fixed at 10 years. Useful life is reassessed annually. Derivative financial instrumentsOn initial recognition in the balance sheet, derivative financial instruments are measured at cost and ​subsequently at fair value, which has been calculated as the discounted value of expected future net cash flows by using an approximate risk-free interest rate adjusted for any factors that a potential market participant would attribute value to when acquiring the instrument. Derivative financial instruments are recognised in 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 the reserve for fair value adjustments of hedging instruments in equity. When the hedged transactions are realised, the accumulated changes are recognised as part of cost of the relevant financial statement items. Changes in the fair value of derivative financial instruments applied for hedging net investments in independent ​​foreign subsidiaries or associates are recognised directly in the translation reserve in equity. 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 property, plant and equipment and other income of a secondary nature. 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. Staff costsStaff costs comprise wages and salaries, and 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, and gains and ​losses 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 intra-group 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 securities, payables and transactions in foreign currencies, and 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 securities, payables and transactions in foreign currencies, and tax surcharge under the Danish Tax Prepayment Scheme 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. 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 has been 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 10 years. ​​ ​​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 and customer relations.Intellectual property rights acquired are measured at cost less accumulated amortisation. Patents are amortised ​on a straight-line basis over their remaining duration, and licences are amortised on a straight-line basis over the term of the agreement. Customer relations are amortised on a straight-line basis with a write-off period of 10 years. ​ ​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 equipment1-5 yearsLeasehold improvements1-5 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 enterprisesInvestments in group enterprises are recognised and measured in the parent financial statements 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 or losses. Reference is made to the above section on business combinations for more details about the accounting policies applied to acquisitions of investments in group enterprises. ​​ ​​Group enterprises with negative equity value are measured at DKK 0. Any receivables from these enterprises ​​are written down to net realisable value based on a specific assessment. If the Parent has a legal or constructive ​obligation to cover the liabilities of the relevant enterprise, and it is probable that such obligation will involve a ​loss, a provision is recognised that is measured at present value of the costs necessary to settle the obligations at ​​the balance sheet date. ​​ ​​Upon distribution of profit or loss, net revaluation of investments in group enterprises is transferred to the reserve for net revaluation according to the equity method in equity. ​​ ​​Goodwill is the difference between cost of investments and fair value of the pro rata share 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 has been 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 10 years.​​ ​​Investments in group enterprises are written down to the lower of recoverable amount and carrying amount. ReceivablesReceivables are measured at amortised cost, usually equalling nominal value, less writedowns for bad and ​​doubtful debts. Other investmentsOther investments comprise listed securities which are measured at fair value (market price) at the balance ​​sheet date, and unlisted equity investments measured at the lower of cost and net realisable value. InventoriesInventories are measured at the lower of cost using the FIFO method and net realisable value. ​​ ​​Cost consists of purchase price plus delivery costs. ​​ ​​Indirect production costs comprise indirect materials and labour costs, costs of maintenance of, depreciation ​​on machinery, factory buildings and equipment used in the manufacturing ​process, and costs of factory administration and management. Finance costs are not included in cost. ​​​The net realisable value of inventories is calculated as the estimated selling price less completion costs and ​​costs incurred to execute sale. 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. ​However, no deferred tax is recognised for amortisation of goodwill disallowed for tax purposes and temporary ​differences arising at the date of acquisition that do not result from a business combination and that do not have ​any effect on profit or loss or on taxable income. ​​ ​​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. Other provisionsOther provisions comprise anticipated costs of pension liabilities. Lease liabilitiesLease liabilities relating to assets held under finance leases are recognised in the balance sheet as liabilities ​other than provisions, and, at the time of inception of the lease, measured at the present value of future lease ​payments. Subsequent to initial recognition, lease liabilities are measured at amortised cost. The difference ​between present value and nominal amount of the lease payments is recognised in the income statement as a ​financial expense over the term of the leases. 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 acquisition and divestment of ​ enterprises, activities and fixed asset investments, and purchase, improvement and sale, ​etc. of 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 and payment of dividend. ​​ ​Cash and cash equivalents comprise cash. 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 acquisition and divestment of ​ enterprises, activities and fixed asset investments, and purchase, improvement and sale, ​etc. of 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 and payment of dividend. ​​ ​Cash and cash equivalents comprise cash. true Grundlag for konklusion Konklusion Regnskabsklasse C, stor virksomhed Revisionspåtegning 2024-12-31 2024-01-01 33963556 Weidekampsgade 6 Deloitte Statsautoriseret Revisionspartnerselskab 2300 København S 2025-12-31 2025-01-01 Geia Group ApS 42150606 Aalborg 9000 26, 4. sal Østre Havnepromenade Aalborg Aalborg 9000 9 Fuglevænget