CVR 3753 56 9 9
ANNUAL REPORT
2025
CONTENTS
ANNUAL REPORT 2025
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ANNUAL REPORT 2025
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Management commentary
05 About Too Good To Go
06 Our Values
08 Letter from the CEO
10 Financial highlights
12 2025 in Review
14 Outlook and ambitions
15 Business Model
16 Our Strategy
18 Corporate Governance
20 Risk Management
24 Reporting on sustainability
30 Board of Directors
32 Executive Board and Key Management
35
Statement of the Board of Directors
and Executive Board
36 Independent auditor’s report
40 Consolidated financial statements
41 Consolidated Income Statements
42 Consolidated Statements of other comprehensive income
44 Consolidated Balance Sheet
47 Consolidated Cash Flow Statement for the Group
48 Consolidated Statements of changes in equity for the Group
52 Notes to consolidated financial statements
94
Parent financial statements
95 Parent Income Statement
96 Parent Balance Sheet
98 Parent Statement of changes in equity
99 Notes to parent financial statements
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5
Too Good To Go is a global social impact company that
connects users with partners to rescue unsold food and
stop it from going to waste. With over 120 million regis-
tered users and more than 180,000 active partners across
21 countries in Europe, North America and Asia Pacific,
Too Good To Go is a certified B Corp company that oper-
ates the world’s largest marketplace for surplus food.
Since its launch in 2016, Too Good To Go has helped to
save over 500 million meals from going to waste, the
equivalent to avoiding 1.35 million tonnes of CO2e, 405
billion litres of water use and 1.4 billion m2 of land use.
According to Project Drawdown (2020), a leading global
research initiative identifying climate solutions ranked by
impact, reducing food waste is the number one action we
can take to help tackle climate change, in order to limit
the temperature rise to just 2˚C by 2100.
ABOUT
TOO GOOD TO GO
ANNUAL REPORT 2025
5
OUR
VALUES
All of our work at Too Good To Go
is supported by our five values.
They are:
WE BUILD A LEGACY
Take the long view
We prioritise decisions that contribute
to sustainable growth and accelerate
us towards our mission.
Innovate with intention
We’re writing our own playbook as we
go and we’re intentional about what
kind of impact we want to make.
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WE RAISE THE BAR
Shoot for the stars
We set ambitious yet achievable goals,
work hard towards them and push
ourselves and each other for mastery.
Never stand still
We actively seek feedback so that we
can improve ourselves and every aspect
of our business and impact.
WE CARE
Walk in others’ shoes
We always show respect and empathy
towards each other, from our stakeholders
and colleagues to our users and partners.
Unclear is unkind
We believe that feedback fuels progress
- and we care personally and challenge
directly, allowing ourselves and each other
to grow and prosper.
WE KEEP IT SIMPLE
Say it as we see it
We communicate openly, clearly and
concisely, believing in transparent
collaboration and leading with context.
Understand first, then act
We make sure to understand the problem
before defining the solution and we focus
our eort on where we can have the
biggest impact.
WE WIN TOGETHER
Stronger together
Big challenges require a team eort. We
start with trust and assume positive intent.
We set each other up for success and
always take ownership and accountability.
Users and Partners come first
We take the time to listen to our users and
partners. Only when we understand their
pain points can we build the right solutions.
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LETTER
FROM THE CEO
The past year has once again reminded us how inter-
connected, and fragile, our global systems can feel.
Economic pressure on households, persistent geo
-
political tensions, and the accelerating climate crisis
are not abstract headlines; they shape our everyday
lives and choices. Food, something so fundamental
to all of us, sits right at the centre of this reality.
Across our markets, families continue to navigate
higher food prices and tighter budgets. At the same
time, the urgency of tackling the climate crisis re
-
mains. What we see is not a retreat from sustainabil-
ity, but a shift toward practicality. People are look-
ing for solutions that make sense, for their finances
and for the planet.
In the midst of this uncertainty, we remain delib
-
erately, even rebelliously, optimistic: the company
we are building and the movement we are fostering
stand as both a beacon of environmental progress
and a practical helping hand for millions of house
-
holds around the world.
A Year of Driving Lasting Impact
If 2024 was about accelerating impact at scale at
Too Good To Go, 2025 was about strengthening it
for the long term.
Over the past year, we focused on building a more
resilient and sustainable business from the inside
out, sharpening our operational foundations, invest
-
ing in our technology, and ensuring that the way we
grow reflects the mission we serve. Reducing food
waste at scale requires more than momentum. It
requires robust systems, discipline, and long-term
thinking. In 2025, we strengthened all three.
At the same time, our community continued to ex
-
pand. More people than ever chose to turn surplus
food into shared value. More businesses integrated
food waste reduction into their daily operations, not
only as a sustainability commitment, but as a smart
and ecient way to manage resources. Together,
we continued proving that climate action can be
practical, repeatable, and economically sound.
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Accelerating Global Growth
We also laid important groundwork for our next
chapter of global growth. We expanded into New
Zealand, our 20th country, bringing our mission to
Auckland and strengthening our growing presence
across Asia-Pacific.
In addition, we prepared and executed our entry
into Japan, our first market in Asia, ocially launch
-
ing in early 2026 with the strongest user response
in our company’s history. Breaking records for reg
-
istered users in the first week, Japan demonstrated
what we have long believed: the fight against food
waste is universal, and the appetite for solutions
that combine value and impact continues to grow.
Looking Ahead to 2026
In 2026, we will activate the full potential of the foun
-
dations laid this year. The operational discipline,
technological investments, and market expansions
we strengthened in 2025 now position us to unlock
new pockets of innovation and growth, while contin
-
uing to scale our core marketplace and established
verticals with focus and rigor.
We will keep evolving our end-to-end solutions,
deepening partnerships, and entering new markets
thoughtfully, ensuring that every step forward rein
-
forces both our impact and our resilience. Because
lasting change is not built in fleeting moments, it is
built in systems designed to endure..
Mette Lykke
Chief Executive Ocer, Too Good To Go
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FINANCIAL
HIGHLIGHTS
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EUR ‘000 2025 2024 2023 2022 2021
Key figures
Revenue 249,231 193,421 146,535 102,565 66,747
Operating profit (EBIT) -5,414 1,797 -1,806 -39,384 -51,958
Net financials 2,759 -627 -478 -3,157 115
Profit/loss for the year -4,756 -1,311 -3,746 -37,636 -52,060
Balance sheet total 170,607 153,285 133,742 112,547 50,348
Investments in property,
plant and equipment
622 658 412 481 774
Equity 26,088 28,919 23,804 20,002 -8,263
Cash Flows
Cash flows from
operating activities
26,444 23,349 25,444 -3,416 -27,166
Cash flows from
investing activities
-9,023 -7,455 -4,643 -5,275 -2,497
Cash flows from
financing activities
-6,376 -5,115 -42,321 56,230 29,558
Other
Average number of employees 1,322 1,212 1,087 1,172 980
Key Ratios
Revenue growth 28.90% 32.0% 42.9% 53.7% 76.5%
Operating profit margin -2.2% 0.9% -1.2% -38.4% -77.8%
Equity ratio 15.3% 18.9% 17.8% 17.8% -16.4%
Meals saved in ‘000 156,821 135,451 121,683 83,582 52,554
Revenue growth (%) Revenue growth year over year.
Operating profit margin (%) Operating profit (EBIT) divided by revenue.
Equity ratio (%) Equity at 31 December divided by assets at 31 December.
Meals saved The number of meals saved via the Too Good To Go application.
Key figures
Seen over a five-year period, the development of the Group is
described by the following financial highlights and key figures.
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Development in activities and
finances
Our total impact in 2025 accounted for 157 mil-
lion meals saved across our 3 main products
(Too Good To Go Surprise Bags, Too Good To Go
Parcels, and Too Good To Go Platform). This cor-
responds to 424 thousand tonnes CO2e avoid-
ed (compared to 366 thousand tonnes CO2e
avoided in 2024).
Across our 21 markets, Too Good To Go have
helped to save 127 million Surprise Bags in 2025
– an increase of 10% compared to the 115 million
Surprise Bags saved in 2024. The Surprise Bags
saved in 2025 is equivalent to 343 thousand
tonnes of CO2e avoided compared to 312 thou-
sand tonnes avoided in 2024.*
At the beginning of 2025, Too Good To Go was
present in the following 19 markets: Australia,
Austria, Belgium, Canada, Czechia, Germany,
Denmark, Spain, France, Ireland, Italy, Nether-
lands, Norway, Poland, Portugal, Sweden, Swit-
zerland, UK and US. During 2025 we expanded
our geographical presence as we launched both
New Zealand and Japan. Both markets have
been launched successfully and we are excited
about now helping save food in the new APAC
region from going to waste every day.
The Too Good To Go Parcels business already
showed its scaling potential in past years. In this
business we work with local as well as some of
the world’s largest food manufacturers - helping
consumers save food from going to waste in a
convenient and aordable way. At the beginning
of 2025, the parcels business was live in 9 of our
markets (Austria, Germany, Belgium, Denmark,
Netherlands, UK, France, Italy and Spain). During
2025 we launched the product in Poland as well.
2025 was a solid year for Too Good To Go. Our
revenue grew 29% compared to 2024. In addi-
tion we delivered EBITDA before special items
for the full year at EUR 15.8 million (up +49% year-
over-year from EUR 10.6 million in 2024). EBITDA
margin improved from +5.5% in 2024 to +6.3%.
EBIT was EUR -5.4m for the full year (following a
positive EBIT result in 2024 of EUR 1.8m). A main
2025
IN REVIEW
* Based on the conservative assumption that the meals saved has an average weight of 1 kg of food.
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reason for the negative EBIT result in 2025 was
the increased special items costs predominantly
related to launch of new markets and the costs
incurred related to organizational changes im-
plemented in late 2025. The changes implement-
ed to our organizational design are expected to
have a meaningful positive impact on our profit-
ability for 2026 and beyond.
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For 2026 we expect to see a continued double digit revenue growth,
but below the 2025 growth level.
Growth will be driven by both Too Good To Go Surprise Bags and Too Good To
Go Parcels. All four of our geographical regions are expected to contribute to
growth for 2026. The lower growth for 2026 is mainly related to a lower growth
expectations for Too Good To Go Parcels - as we do not expect major new mar-
ket launches and will focus more on improving the parcels product experience.
Following the changes implemented to our organizational design we expect
meaningful EBITDA before special items margin improvement compared to the
2025 level.
OUTLOOK AND
AMBITIONS
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Too Good To Go has a portfolio of solutions to
connect users and partners with food that would
otherwise have gone to waste, including the Too
Good To Go Surprise Bag and the Too Good To
Go Parcel. In addition, Too Good To Go oers a
B2B solution that helps mainly food retailers to
optimise their in-store processes around surplus
food.
Too Good To Go uses a combination of transac-
tion-based and subscription-based pricing mod-
els. Additionally, each food outlet is charged an
administrative fee for the access to the Market-
place.
Too Good To Go Surprise Bags
The Too Good To Go Surprise Bag is a simple
solution that helps business partners across
Grocery Retail, Bakery Cafe and Fast Casual
unlock value from surplus food and reduce food
waste.
As surplus varies on a day-to-day basis, retailers
have the flexibility to include genuine surplus in
Surprise Bags—whatever that ends up being.
Too Good To Go users purchase Surprise Bags
through the app, each containing a mix of sur-
plus food items at a discount compared to
their original retail value. Within the pickup
window set by the store, the users show their
in-app receipts and receive their Surprise Bags.
Too Good To Go Parcels
The Too Good To Go Parcel empowers food man-
ufacturers to unlock value from surplus food and
reduce food waste. Too Good To Go purchases
their surplus and carefully mixes the products
into Parcels, that are then bought by Too Good
To Go users through the app, at a reduced price
from the contents’ original retail value.
Rather than letting a product go to waste, man-
ufacturers can have it purchased and assem-
bled into Magic Parcels, then delivered directly
to the consumer’s doorstep or picked up from a
convenient location, creating a sense of excite-
ment as they unbox the Too Good To Go Parcel.
Too Good To Go Platform
Too Good To Go Platform is an end-to-end sur-
plus food management solution that allows gro-
cery retailers of all sizes, from hypermarkets to
convenience stores, to unlock value from excess
inventory. It seamlessly tracks and redistributes
surplus and is the only system of its kind that in-
tegrates with the world’s largest Consumer Mar-
ketplace for surplus food, with over 100 million
registered users.
Too Good To Go Platform integrates 6 modules
in a single interface, oering partners a pick and
choose modular solution to tailor their surplus
food management strategy, including: Expiry
Date Management, Intelligent Recommenda-
tions, In-Store Discounting, Consumer Market-
place, Donations and Bag Builder.
BUSINESS
MODEL
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At the beginning of 2025 we launched our new
corporate strategy for 2025-2027: Lasting Im-
pact. As our business has scaled and many of
our European markets have matured, our strate-
gic focus evolves from pure market penetration
towards building a more comprehensive and re-
silient ecosystem. “Lasting Impact” is designed
to deepen our engagement with users and part-
ners, optimize our operations for eciency and
profitability, and incubate new, long-term growth
opportunities, ensuring our business can contin-
ue to drive our mission for years to come.
Our “Lasting Impact” strategy is built on two
core pillars, each with two strategic focus areas:
1. Optimise Our Impact
This pillar focuses on driving excellence within our
core business through two interconnected focus
areas. We are Delivering Operational Granularity
by moving from a country-level to a more granular,
“hyperlocal” approach to managing our market-
places, ensuring a better balance of supply and
demand in every neighborhood. In parallel, we
are Transforming the Marketplace Experience
by enhancing our consumer app to deepen user
engagement and expand its use cases. By focus-
ing on our core dierentiators of Value, Discov-
ery, and Empowerment, we are introducing new
features that foster routine adoption, increase
engagement, and solidify Too Good To Go as an
essential part of our users’ daily food habits.
2. Build Growth Momentum
This pillar is dedicated to seeding our long-term
success by making strategic investments in fu-
ture growth engines. This involves both Incubat-
ing Global Growth by responsibly expanding our
mission to new continents—including strategic
launches in New Zealand in 2025 and Japan go-
ing live in 2026—and Unleashing Underutilised
Assets by investing in our brand and technology
to broaden our portfolio. This latter focus area
includes evolving our Too Good To Go Parcels
model based on market learnings and introduc-
ing new complementary consumer oerings to
deepen engagement and expand the Too Good
To Go experience.
This strategy guides our evolution, broadening
the ways we deliver value to build a truly compre-
hensive surplus food ecosystem. For our users,
we are creating a more valuable and engaging
experience; for our partners, we are becoming
an essential commercial partner, helping them
unlock new commercial value from their oper-
ations. These two strategic pillars—Optimising
Our Impact today and Building Growth Momen-
tum for tomorrow—combine to build a more
resilient and profitable company, ensuring our
ability to drive sustainable growth for the future.
OUR
STRATEGY
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CORPORATE
GOVERNANCE
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Operating right at the crossroads of the evolv-
ing digital platform business environment and
the fast-paced food ordering industry, Too Good
To Go faces a complex and dynamic risk profile.
Within this, we acknowledge the presence of both
opportunities and risks.
Managing risks eectively - our ERM
Framework
To eectively navigate this environment, our exec-
utive management team diligently oversees these
risks through an Enterprise Risk Management
(ERM) framework.
By the end of 2024, a new, dedicated Enterprise
Risk Management (ERM) function was estab-
lished. In 2025, this ERM function focused on
further developing and maturing the existing risk
management framework. Key initiatives for 2025
included a detailed review and optimization of
current risk management processes to enhance
eciency, clarity, and eectiveness across all op-
erational levels, streamlining workflows, clarifying
roles and responsibilities, and integrating best
practices. Furthermore, risk management report-
ing was transformed to be more focused, stand-
ardized, and concise through the introduction of
overarching enterprise risks, the standardization
of metrics and definitions, and the design of re-
ports providing concise and actionable insights.
The year also saw improved business unit align-
ment, fostering greater collaboration and consist-
ency in risk management practices. Finally, the
existing governance structure was reviewed and
optimized to ensure clear accountability, defined
escalation paths, and eective oversight. The ulti-
mate goal was to embed a robust, proactive, and
integrated ERM culture throughout the organiza-
tion.
The advanced ERM framework is designed to re-
duce the likelihood of risks materializing while
improving the overview of and focus on the most
critical risks. It prepares the business to manage
the impact if risks do occur. This framework ena-
bles us to find the right risk response, empower-
ing us to respond appropriately and ensuring that
we make conscious and informed decisions. The
improved framework demonstrated to be useful
in the bi-annual risk review exercises, conducted
in the second fourth quarters.
Technology and Information Security
As a rapidly scaling, mission-driven digital market-
place, Too Good To Go recognizes that our core
value is entirely dependent on our digital integrity.
Our security posture has evolved from a tech-fo-
cused eort to a comprehensive strategy that
protects the integrity of our entire business oper-
ation. This expanded scope is critical for maintain-
ing our resilience across all markets.
Security is viewed as a fundamental business en-
abler. Our commitment to confidentiality, data
protection and user privacy strengthens us as a
trusted brand, which, in turn, fosters the partner
traction required to scale our supply chain and
fight food waste. Furthermore, assuring uninter-
rupted availability of our marketplace is funda-
mental to our financial sustainability. We manage
RISK
MANAGEMENT
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these enterprise risks through continuous risk
assessment. This approach allows us to strategi-
cally allocate resources where they will have the
greatest protective impact, ensuring our invest-
ments directly align with our core mission and le-
gal obligations.
Business and Operations
Beyond operational aspects, a key focus is on
user engagement, which is vital for both our part-
ners and consumers. For our partners, attracting
and retaining active users for surplus food oer-
ings enhances platform utility and encourages
participation. Similarly, for consumers, a steady
supply of appealing and conveniently located sur-
plus food is crucial for sustained engagement.
The technology and consumer landscape is dy-
namic, requiring continuous innovation. We are
committed to adapting to new technologies and
evolving consumer preferences. Investing in re-
search and development helps us enhance plat-
form features, improve user experience, and ex-
plore new value creation avenues, ensuring our
relevance and fostering engagement.
The competitive landscape presents opportuni-
ties within a dynamic market. We encounter di-
rect competitors, alternative solutions like food
banks, and new entrants. Our strength lies in dif-
ferentiating ourselves through a compelling value
proposition, superior technology, and a strong
community focus. Strategic partnerships, eec-
tive marketing, and continuous product improve-
ment are key to our continued growth.
Finally, safeguarding our brand reputation is par-
amount. In an interconnected world, maintaining
transparency and acting responsibly protects
our integrity. Upholding our values and ensuring
a positive brand perception builds user trust,
attracts new partners and consumers, and sup-
ports our operational and growth trajectory.
Legal, Regulatory, and Compliance
Digital platform businesses are subject to a com-
plex and evolving legal and regulatory landscape,
including laws and regulations related to e-com-
merce, data privacy, competition, and labor.
Substantial security breaches or non-compliance
with data privacy laws, whether due to internal
failures or cyber attacks, pose a significant threat
to our reputation among consumers and part-
ners. Such incidents can result in fines, audits, or
restrictive regulatory actions, which could reduce
consumer sign-ups, decrease demand, cause rev-
enue loss, or lead to lawsuits.
To mitigate these risks, we have implemented
comprehensive privacy and data protection poli-
cies to ensure strict compliance with data priva-
cy laws. Our commitment extends to mandatory,
regular employee education on these standards,
fostering a culture of responsibility and aware-
ness throughout Too Good To Go.
Financial Risk Management
Too Good To Go views financial risks, encompass-
ing operational financing and vendor liability, as
not posing a significant threat. However, to adapt
to market trends and ensure business continui-
ty, the global finance team proactively manages
capital leverage, tax and regulatory compliance,
robust bookkeeping, and scenario forecasting
across all entities
The foreign exchange rate risk is considered mi-
nor, and as such, Too Good To Go does not hedge
against this exposure. Additionally, based on cur-
rent financing and cash flow, liquidity risk has
been assessed as immaterial.
To further strengthen financial risk management
in a dynamic global economic landscape, Too
Good To Go incorporates advanced analytics and
scenario modelling. This proactive approach en-
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21
ables the anticipation of potential financial risks
and the strategic adjustment of capital leverage
to align with market dynamics.
Tax
Navigating the intricate world of taxation is a
significant challenge, exposing our operations
to the potential for non-compliance across 21 di-
verse jurisdictions. The primary areas demand-
ing our vigilant attention are tax reporting, the
complexities of transfer pricing, and ensuring
robust indirect tax compliance. Each of these
facets presents unique challenges that necessi-
tate a proactive and strategic approach.
To eectively counteract these inherent risks,
our strategy is multifaceted. We foster deep and
continuous collaboration with our local market
teams, leveraging their on-the-ground expertise
and understanding of specific regulatory land-
scapes. This close partnership is complemented
by the diligent work of our dedicated global tax
function, a centralized unit responsible for over-
seeing and harmonizing our tax practices world-
wide. Furthermore, we strategically engage with
experienced tax advisors in every market where
we operate. These external experts provide in-
valuable insights and specialized guidance, en-
suring that our compliance eorts are not only
comprehensive but also adapted to the nuances
of each local tax regime. This holistic approach,
combining internal strength with external ex-
pertise, is fundamental to mitigating our tax-re-
lated risks and upholding our commitment to
global compliance.
Talent Acquisition and Retention
Our sustained success hinges on attracting,
recruiting, retaining, and developing a high-
ly skilled workforce, especially in technology,
data, product development, digital marketing,
sales, and management. Gaps in these areas
could impede innovation, product development,
strategic execution, and revenue growth.
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23
Too Good To Go is dedicated to employee devel-
opment and retention through comprehensive
training and a positive work environment, essen-
tial in a competitive market. Our talent manage-
ment program identifies and nurtures high-po-
tential employees, building a talent pipeline for
our evolving business needs.
Additionally, we’ve enhanced our diversity,
equity, and inclusion (DEI) eorts to create a
workplace that values individual dierences,
empowering unique perspectives and boosting
creativity. These initiatives highlight our com-
mitment to attracting and retaining top talent,
fostering an environment where DEI and con-
tinuous professional development thrive, and
strengthening our industry leadership.
Environmental, Social, and Governance
(ESG)
As our mission to reduce food waste has strong
implications towards tackling climate change,
sustainability and ESG risks are an integral part
of our risk review.
Hence, our ESG function is integrally involved in
the ERM process.
An in-depth description of our ESG risk approach
is given in the part ‘Reporting on Sustainability’
(pp. 24).
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23
Table 1 - Material sustainability
matters - priority areas for 2025
Environment GovernanceSocial
Climate
Change
Business
conduct
Own
workforce
Carbon
emissions
Anti-corruption
Diversity, Equity
& Inclusion
Energy
Human Rights
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Group is defined as Too Good to Go Holding ApS and subsidiaries. There are no employees in the Parent Company, consequently
no reporting is made for Management on status and target.
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Associate Director and above
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BOARD OF
DIRECTORS
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31
JANNIK KRUSE PETERSEN
Vice-Chairperson
Investor, professional board
member and Former Partner in
Private Equity company EQT.
PETER KORSHOLM
Chairperson
Private equity investor and board
member. Chairperson of United
Fintech Ltd, Lomax A/S, Nymølle
Stenindustrier A/S and board
member in a number of other
companies.
FRANCOISE BROUGHER
CEO at Pebl. Former Tech Executive
at Google, Square, and Pinterest.
Board Member of Qonto and Pebl.
MONA VAUPEL
Partner & Head of People & Culture
at GRO. 20+ years’ experience
as a Transformation Advisor &
Management Consulting to CEOs
and Executive Teams.
KOEN KÖPPEN
CEO/CTO at Mollie and
Former CTO at Klarna.
ALEXANDRE MARS
Entrepreneur and philanthropist.
Founder and CEO of investment
firm blisce/, of Epic Foundation &
social EdTech INFIИITE. Published
Author. Podcaster.
CHRISTOPHER MAZZA
Managing Director at Healthcare
of Ontario Pension Plan, Former
Associate at Callisto Capital and
Senior Analyst at Merrill Lynch.
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EXECUTIVE AND
KEY MANAGEMENT
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SIMON LEESLEY
COO
METTE LYKKE RAVN
CEO
MORTEN KELDEBÆK
CTO
MARTIN KVIST
CFO
FEDERICO VASQUEZ
CMO
KASPER HEINE
General Counsel
KATRINE HUSUM
CHRO
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35
Executive Board
Board of Directors
OF THE BOARD OF DIRECTORS
AND EXECUTIVE MANAGEMENT
ON THE ANNUAL REPORT
STATEMENT
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INDEPENDENT
AUDITOR’S
REPORT
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• Conclude on the appropriateness of Man-
• Evaluate the overall presentation, structure
CVR No. 33963556
tion No (MNE) mne34532
tion No (MNE) mne440 63
ANNUAL REPORT 2025
39
CONSOLIDATED
FINANCIAL
STATEMENTS
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CONSOLIDATED INCOME STATEMENT
EUR ‘000 Notes 2025 2024
Revenue 3 249,321 193,421
Cost of sales -72,593 -44,220
Other external expenses 4 -48,495 -37,598
Personnel expenses 5 -112,424 -101,007
Operating profit before amortisation, depreciation and
impairment (EBITDA) and before special items
Special items 8 -9,397 -724
Depreciation, amortisation and impairment 9-11 -11,826 -8,076
Operating profit/loss before financial income and expenses (EBIT) -5,414 1,797
Financial income 6 7,320 2,708
Financial expenses 6 -4,561 -3,335
Profit/loss before tax -2,655 1,170
Tax on profit/loss for the year 7 -2,101 -2,481
Profit/loss for the year
-4,756 -1,311
ANNUAL REPORT 2025
41
STATEMENT OF OTHER
COMPREHENSIVE INCOME
EUR ‘000 Notes 2025 2024
Profit/loss for the year -4,756 -1,311
Other comprehensive income
Items that may be reclassified subsequently to the income statement:
Foreign currency translation dierences for foreign operations -1,125 -562
Total comprehensive income -5,881 -1,873
42
ANNUAL REPORT 2025
ANNUAL REPORT 2025
43
CONSOLIDATED BALANCE
SHEET AT 31 DECEMBER
EUR ‘000 Notes 2025 2024
Non-current assets
Goodwill 9 2,509 2,513
Intangible assets 10 14,380 10,653
Property, plant and equipment 11 897 814
Right of use assets 12 9,174 7,666
Deferred tax assets 7 6,877 9,186
Deposits 2,526 2,408
Total non-current assets 36,362 33,239
Current assets
Inventories 6,588 5,703
Trade receivables 13 4,850 3,459
Prepayments 3,092 2,490
Other receivables 977 742
Marketable securities 14 38,094 38,113
Cash and cash equivalents 80,644 69,539
Total current assets 134,244 120,046
Total assets 170,607 153,285
Assets
44
ANNUAL REPORT 2025
45
CONSOLIDATED BALANCE
SHEET AT 31 DECEMBER
EUR ‘000 Notes 2025 2024
Equity
Share capital 15 34 34
Translation reserve -1,979 -854
Retained earnings 28,033 29,739
Total equity 26,088 28,919
Non-current liabilities
Interest-bearing debt 17 32,653 32,381
Lease liabilities 12 3,678 4,801
Deferred tax liabilities 7 375 379
Total non-current liabilities 36,706 37,561
Current liabilities
Trade payables 18 74,071 66,101
Tax liabilities 7
Lease liabilities 12 5,755 3,411
Other liabilities 19 27,971 16,156
Total current liabilities 107,812 86,805
Total liabilities 144,518 124,366
Total equity and liabilities 170,607 153,285
Equity and liabilities
ANNUAL REPORT 2025
45
ANNUAL REPORT 2025
46
47
CASH FLOW STATEMENT
FOR THE GROUP
EUR ‘000 Notes 2025 2024
Profit/loss before tax -2,655 1,170
Depreciation, amortisation and impairment 11,826 8,076
Changes in working capital 20 16,672 8,120
Other adjustments 21 2,388 6,762
Interest received 787 1,620
Interest paid -17 -24
Income tax paid/received -2,558 -2,375
Cash flow from operating activities 26,444 23,349
Acquisition of intangible assets 10 -8,283 -6,396
Acquisition of property, plant and equipment 11 -622 -658
Acquisition of other assets -118 -401
Cash flow from investing activities -9,023 -7,455
Repayment of lease liabilities 22 -6,558 -4,860
Proceeds from capital increase 182 84
Marketable securities 0 -339
Cash flow from financing activities -6,376 -5,115
Total cash flow 11,045 10,779
Cash and cash equivalents 1 January 69,539 58,609
Eects of exchange rate changes
on cash and cash equivalents 60 151
Cash and cash equivalents 31 December 80,644 69,539
ANNUAL REPORT 2025
47
STATEMENT OF CHANGES
IN EQUITY FOR THE GROUP
EUR ‘000
Share
capital
Translation
reserve
Retained
earnings
Total
Equity at 1 January 2025 34 -854 29,739 28,919
Profit/loss for the year -4,756 -4,756
Other comprehensive income -1,125 -1,125
34 -1,979 24,983 23,038
Transaction with owners in their capac-
ity of owners
Capital increase 181 181
Share-based payments 5,147 5,147
Deferred tax related to share based payments -2,278 -2,278
Total transaction with owners in their capacity
of owners
Equity at 31 December 2025 34 -1,979 28,033 26,088
2025
48
ANNUAL REPORT 2025
49
EUR ‘000
Share
capital
Translation
reserve
Retained
earnings
Total
Equity at 1 January 2024 34 -292 24,062 23,804
Profit/loss for the year -1,311 -1,311
Other comprehensive income -562 -562
34 -854 22,751 21,931
Transaction with owners in their capac-
ity of owners
Capital increase 84 84
Share-based payments 6,135 6,135
Deferred tax related to share based payments 769 769
Total transaction with owners in their capacity
of owners
Equity at 31 December 2024 34 -854 29,739 28,919
STATEMENT OF CHANGES
IN EQUITY FOR THE GROUP
2024
ANNUAL REPORT 2025
49
CONTENTS
OF THE NOTES TO THE INCOME STATEMENT
50
ANNUAL REPORT 2025
51
OF THE NOTES TO THE INCOME STATEMENT
Notes
52 1 | Accounting policies to Group financial statement
56 2 | Key accounting estimates and judgements
57 3 | Revenue
59 4 | External expenses
60 5| Personnel expenses
63 6 | Financial income and expenses
64 7 | Tax
66 8 | Special items
67 9 | Goodwill
69 10 | Intangible assets
71 11 | Property, plant and equipment
73 12 | Right of use assets and lease liabilities
76 13 | Trade receivables and credit risks
77 14 | Marketable securities
78 15 | Share capital
79 16 | Capital management
80 17 | Interest-bearing debt
81 18 | Trade payables
82 19 | Other liabilities
82 20 | Working capital changes
83 21 | Adjustment for the cash flow statement
84 22 | Changes in liabilities arising from financing activities
85 23 | Financial risks and financial instruments
90 24 | Fee to the Group auditor
90 25 | Related parties
91 26 | Collateral provided and contingent liabilities
91 27 | Events after the balance sheet date
92 28| Group’s legal structure
ANNUAL REPORT 2025
51
General
The annual report for the year ended 31 Decem-
ber 2025, includes the consolidated financial
statements of Too Good To Go Holding ApS (the
Parent) and its subsidiaries undertakings (the
Group). Too Good To Go Holding ApS is incorpo-
rated and domiciled in Denmark.
The consolidated financial statements have
been prepared in accordance with IFRS Ac-
counting Standards (IFRS) as adopted by the
EU, and the additional requirements of the Dan-
ish Financial Statements Act for Class C (large)
companies.
The accounting policies for the Group’s Finan-
cial statements are unchanged from the previ-
ous financial year.
Accounting policies for the financial statement
items can be found in the individual notes unless
described below.
New accounting policies and
disclosures eective in 2025 or later
The IASB has issued, and the EU has endorsed,
a number of new standards and updated some
existing standards, the majority of which are
eective for accounting periods beginning on
1 January 2025 or later. The Group expects to
adopt these standards, updates and interpreta-
tions when they become mandatory.
There are no standards that are not yet eective
and that would be expected to have a materi-
al impact on the Group in the current or future
reporting periods and on foreseeable future
transactions. IFRS 18, which replaces IAS 1 and
introduces new requirements for presentation
of income statement and disclosures of Man-
agement-defined performance measures. IFRS
18 will be eective from reporting periods begin-
ning on or after 1 January 2027.
Presentation currency
The financial statements are presented in EUR,
rounded to the nearest EUR 1,000. The presenta-
tion in EUR is chosen as the Group is international
and the main part of transactions are in EUR. The
functional currency of the Parent is DKK.
Basis of measurement
The annual report has been prepared on a going
concern basis and in accordance with the histor-
ical cost convention, except where IFRS explicit-
ly requires use of other values.
NOTE 1
ACCOUNTING POLICIES
TO GROUP FINANCIAL
STATEMENT
52
ANNUAL REPORT 2025
53
Basis of consolidation
The consolidated financial statements have been
prepared by including the financial statements
of the Parent and the subsidiaries. Subsidiaries
are entities controlled by the Parent. Control is
established when Too Good To Go Holding ApS
is exposed to, or has rights to, variable returns
from its involvement with the entity and has the
ability to aect those returns through its power
over the entity.
On consolidation, intra-group income and ex-
penses, shareholdings, balances, dividends and
realized and unrealized gains and losses on in-
tra-group transactions are eliminated.
Materiality
The financial statements separately present
items considered individually material. Individu-
ally immaterial items are aggregated with other
items of similar nature in the statements or in
the notes.
Specific disclosures required by IFRS are present-
ed, unless the information is considered immate-
rial to the economic decision making of the users.
Recognition and measurement
Assets 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 company, and
the value of the asset can be measured reliably.
Liabilities are recognised in the balance sheet
when the company 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 company, 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 eected as described be-
low 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 aairs and condi-
tions existing at the balance sheet date are con-
sidered 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.
ANNUAL REPORT 2025
53
Foreign currency translation
On initial recognition, foreign currency trans-
actions are translated applying the exchange
rate at the transaction date. Receivables, pay-
ables 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. Ex-
change dierences that arise between the rate
at the transaction date and the rate in eect
at the payment date, or the rate at the balance
sheet date, are recognised in the income state-
ment as financial income or financial expenses.
Property, plant and equipment, intangible as-
sets, inventories and other non-monetary assets
that have been purchased in foreign currencies
are translated using historical rates.
When recognising foreign subsidiaries and asso-
ciates, 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 trans-
lated using the exchange rates at the balance
sheet date. Goodwill is considered belonging to
the independent foreign company and is trans-
lated using the exchange rate at the balance
sheet date. Exchange dierences arising out of
the translation of foreign subsidiaries’ equity at
the beginning of the year at the balance sheet
date exchange rates and out of the translation of
income statements from average rates to the ex-
change rates at the balance sheet date are classi-
fied directly as other comprehensive income.
Exchange adjustments of outstanding accounts,
which are considered part of the total investments
in the subsidiary in question, are classified as oth-
er comprehensive income.
INCOME STATEMENT
Cost of sales
Cost of sales comprises products sold to the
customers and the payment fees related to the
transactions on the marketplace.
STATEMENT OF
COMPREHENSIVE INCOME
Other comprehensive income consists of in-
come, costs not included in the income state-
ment, excluding transactions with owners, in-
cluding exchange rate adjustments arising from
the translation of foreign subsidiaries’ financial
statements into presentation currency.
BALANCE SHEET
Deposits
Deposits comprise of deposit paid to lessors for
right of use assets.
Inventories
Inventories comprise of goods purchased and
held for use in the manufacturing of parcels in-
tended for sale to customers. Inventories are
measured at the lower of cost or net realisable
value, using the First-In, First-Out method. Cost
includes the purchase cost (actual cost) of goods
as well as directly attributable manufacturing
costs (standard cost per finished product).
Net realisable value represents the estimated
selling price, less costs of completion and costs
necessary to execute the sale.
54
ANNUAL REPORT 2025
55
Inbound freight (costs associated with trans-
porting the goods to the warehouse location) is
excluded from inventory and is recorded directly
in the profit and loss statement.
Revenue and related costs are recognized in ac-
cordance with the matching principle.
Costs associated with inventory include costs of
goods sold (COGS), fulfillment costs (manufac-
turing costs), delivery costs (costs incurred to
execute a sale).
Revenue associated with inventory include prod-
uct revenue (revenue generated from sale of
products) and delivery revenue (revenue generat-
ed from the sale of delivery services).
Write-downs are performed when inventories
are recognized at a value below their net realis-
able value and are recorded in the profit and loss
statement. The write-down amount represents
the selling price less costs of completion and sell-
ing costs.
Inventories for Marketplace comprise the cost of
purchase of packaging.
Prepayments
Prepayments comprise costs concerning sub-
sequent financial years. Prepayments are meas-
ured at cost.
Other receivables
Other receivables comprise of receivables relat-
ed to non-core business transactions and are
measured at cost.
Cash and cash equivalents
Cash and cash equivalents comprise deposits at
bank and at payment gateways.
Fair value
Fair value is the price that would be received
to sell an asset or paid to transfer a liability in
an orderly transaction between market partici-
pants at the measurement date. The fair value
of financial assets traded in active markets are
based on quoted market prices at the close of
trading on the reporting date. The fair value of
financial instruments that are not traded in an
active market is determined using generally ac-
cepted valuation techniques based on observa-
ble inputs from active markets.
CASH FLOW STATEMENT
The cash flow statement is presented according
to the indirect method commencing with the
profit/loss before tax for the year. The cash flow
statement shows how changes in items in the
statement of the financial position and income
aect cash and cash equivalents.
Cash and cash equivalents consist of cash at
bank and in hand. Cash flows in other currencies
are translated into EUR at the average exchange
rate for the respective year.
Cash from operating activities is assessed by
converting income statement items from ac-
crual to cash basis accounting. Starting with
profit before tax, non-cash items are reversed,
and actual payments included. In addition, the
change in working capital and contract assets
is taken into consideration as it represents cash
withheld in the statement of financial position.
Cash from investing activities are related to the
sale and purchase of long-term investments, in-
cluding acquisition of businesses, fixed, intangi-
bles and financial assets.
Cash from financing activities comprise cash
flows from the raising and repayment of inter-
est-bearing debt and principal element on lease
payments as well as payments to and from
shareholders.
ANNUAL REPORT 2025
55
Key accounting estimates and judgments
While applying the Group’s accounting poli-
cies, in addition to estimations, management
makes other judgments that may impact the
application of accounting policies and reported
amounts of assets, liabilities, costs, cash flows,
and related disclosures at the date of the finan-
cial statements.
The estimates and judgements applied are
based on assumptions which management be-
lieves to be reasonable, but which are inherently
uncertain and unpredictable. Such assumptions
may be incomplete or inaccurate, and unexpect-
ed events or circumstances may arise.
In addition, the Group is subject to risks and un-
certainties encountered in the ordinary course
of business that may cause actual results to de-
viate from the estimates. The notes to the finan-
cial statements contain information about the
assumptions and the uncertainty of estimates
at the statement of financial position date in-
volving the risk of changes that could lead to
adjustments to the carrying amounts of assets
or liabilities within the upcoming financial year.
Management considers the following to be key
accounting judgements and estimates used in
the preparation of the financial statements:
Estimates
• Deferred Tax (note 7)
Judgements
• Special items (note 8)
NOTE 2
KEY ACCOUNTING
ESTIMATES AND
JUDGEMENTS
56
ANNUAL REPORT 2025
57
NOTE 3
REVENUE
EUR ‘000 2025 2024
Revenue is distributed as follows:
Nothern Europe 37,281 34,317
Central Europe 101,554 70,529
Southern Europe 76,502 67,527
Rest of World 33,984 21,048
Total revenue 249,321 193,421
The Group earns the majority of its revenue from the Too Good To Go Surprise Bags by charging
fees to partners (stores) for the use of Too Good To Go’s application. This application connects and
facilitates the successful transaction between the partner and the end-user. End-users access the
application free of charge and reservations are placed directly with the partner by the end-user. The
Group’s role in the transactions is to connect the partner and end-user; therefore, it has no perfor-
mance obligation towards the end-user.
For Surprise Bags, the Group receives the full transaction amount of each Surprise Bag and ultimate-
ly settles the amount to the partners less charged fees. The Group recognises the fees paid by the
partners as revenue.
The Too Good to Go Parcels are oered to the same group of end-users through the Too Good To Go’s
free application as a supplementary oering to the Surprise Bag. The Group sells surplus products
delivered directly to end-users; hence the Group bears the risk and reward associated with these
transactions. For Parcels, the Group recognises the transaction amount as revenue.
Revenue from both Too Good To Go Surprise Bags and Too Good to Go Parcels are transactional,
relating to services and products sold through the Too Good To Go’s application. Other revenue is
considered non-transactional.
ANNUAL REPORT 2025
57
EUR ‘000 2025 2024
Revenue distributed per transaction type:
Transaction services through the application 240,354 184,729
Non-transactional services 8,967 8,692
Total revenue 249,321 193,421
Accounting policy
Revenue is recognised in the income statement upon transfer of control, which occurs when the
service and product has been delivered to the customer (“point in time”). For Surprise Bag revenue,
transfer of control is considered to take place upon completion of the order within the application.
For Parcels revenue, transfer of control occurs when the goods have been delivered to the end-user.
Revenue is recognised net of VAT, duties, product returns, sales discounts and incentives, and is
measured at fair value of the consideration. These adjustments are estimated based on historical ex-
perience, contractual terms, and other relevant factors specific to the product, customer and market.
Revenue by geographical area is determined based on the location of the partner (store).
58
ANNUAL REPORT 2025
59
EUR ‘000 2025 2024
Marketing costs 22,275 16,463
Software subscriptions 9,484 8,018
Other external expenses 16,736 13,117
Total other external expenses 48,495 37,598
NOTE 4
OTHER EXTERNAL
EXPENSES
ANNUAL REPORT 2025
59
NOTE 5
PERSONNEL EXPENSES
Executive Board and Key Management
The Executive Board consists of one member. According to Danish Financial Statement Act §98b salary
information is combined from the Executive Board and Other Key Management (in total seven members
as of 31 December 2025).
EUR ‘000 2025 2024
Salaries and wages 90,867 80,992
Pension cost, defined contribution plans 2,638 1,668
Share based payments 5,147 6,135
Other social security costs 13,772 12,212
Total 112,424 101,007
Average number of employees 1,322 1,212
EUR ‘000 2025 2024
Wages and salaries 2,836 2,984
Pension cost, defined contribution plans 64 36
Share based payment 2,106 1,959
Other social security costs 76 95
Total Executive Board and Key Management 5,083 5,074
Board of Directors
Share based payment 350 708
Total Board of Directors 350 708
Total Board of Directors, Executive Board
and Key Management
5,433 5,782
60
ANNUAL REPORT 2025
61
2025 2024
No.
Average
exercise
price pr
warrant
(EUR)
Average fair
value (EUR)
No.
Average
exercise
price pr
warrant
(EUR)
Average fair
value (EUR)
Outstanding warrants at 1
January
331,500 153.43 329,442 143.38
Warrants granted 57,863 200.84 173.34 17,853 270.5 218.64
Warrants forfeited 29,829 77.78 7,325 149.98
Warrants expired 2,420 11.75 1,660 11.77
Warrants exercised 9,097 19.96 6,810 12.33
Outstanding warrants at 31
December
348,017 172.19 331,500 153.43
Share based payment program
The Group has established a warrant programme to motivate and retain members of executive
board, key management and certain key employees. In 2025, 57,863 warrants were granted (2024:
17,853) with proportional vesting over 4 years. The warrants are exercisable within 1-10 years as
of grant date. The right to vest is subject to continued employment. As of 31 December 2025,
348,017 warrants were outstanding but not all vested (2024: 331,500). The warrants are granted
in accordance with the authorizations given to the Board of Directors by the shareholders.
ANNUAL REPORT 2025
61
Year of
issue
No. of
warrants
granted
Warrants
forfeited
Warrants
expired
Warrants
exercised
Not
exercised at
31.12.2025
Granted average
exercise price (EUR)
Exercise period
2017 71,510 62,470 2,150 6,890 0 2.77
Jan. 2018 – Jan. 2023
2018 26,180 5,580 1,660 18,940 0 10.94
Jan. 2019 – June 2023
2019 40,920 21,963 2,410 16,547 0 18.90
June 2019 – Jan. 2025
2020 39,640 12,080 1,670 6,540 19,350 21.91
June 2020 – Jan. 2026
2021 50,330 0 0 440 49,890 116.16
June 2021 – Jan. 2027
2022 174,330 15,090 0 0 159,240 176.12
June 2023 – June 2033
2023 49,855 3,566 0 0 46,289 248.49
Mar. 2023 – Jan. 2034
2024 17,853 2,468 0 0 15,385 270.50
June 2024 - Jan. 2035
2025 57,863 0 0 0 57,863 200.84
June 2035 - Jan. 2036
Total 528,481 123,217 7,890 49,357 348,017
Accounting policy
The grant date fair value of share based pay-
ment programs granted under equity-settled
programs are recognised as an expense with
a corresponding entry in equity. The total ex-
pense is recognised over the vesting period. The
expense is adjusted for the eect of forfeitures
and, on a cumulative basis, the expense is equal
to the grant date fair value of the number of war-
rants which actually vest.
Key Accounting estimates
The fair value of the warrants has been calculat-
ed using the Black-Scholes formula at the date
of the grant and not subsequently remeasured,
in which the interest rate applied (in the range
of 1.57% to 2.61%) (2024: 1.84% to 3.20%) are
based on Danish government securities. Volatili-
ty in the share is calculated as daily movements
(period-end to period-end) over five years based
on a peer group of comparable listed entities (In
the range of 37.94% to 38.44%) (2024: 38.95%
to 39.20%). It is not expected that dividends will
be given. Warrants are assumed to be exercised
on average in the last year of the exercise peri-
od. The used share price on the grant date is in
the range of EUR 268.11 to EUR 381.60 (2024:
EUR 381.83) based on comparable transactions.
The granted strike prices are in the range of
EUR 11.75 to EUR 381.60 (2024: EUR 11.8 to EUR
381.83.
62
ANNUAL REPORT 2025
63
NOTE 6
FINANCIAL INCOME
AND EXPENSES
EUR ‘000 2025 2024
Exchange rate adjustments 2,929 0
Other interest income 3,787 1,744
Fair value gains, marketable securities 604 964
Total financial income 7,320 2,708
Interest expenses, interest-bearing debt -2,028 -2,070
Interest on lease liabilities -531 -208
Exchange rate adjustments -850 -270
Other financial expenses -1,152 -787
Total financial expenses -4,561 -3,335
Net financials 2,759 -627
ANNUAL REPORT 2025
63
NOTE 7
TAX
EUR ‘000 2025 2024
Income taxes expensed
Current tax -2,151 -2,161
Change in deferred tax 2 6
Current tax adjustments prior years 66 -341
Deferred tax adjustments prior years -18 15
Income taxes in the income statement -2,101 -2,481
Deferred tax on equity transactions -2,278 769
Total taxes -4,379 -1,712
EUR ‘000 2025 2024
Computation of eective tax rate
Profit before tax -2,655 1,170
Tax on profit at statutory DK rate of 22% 584 -257
Tax eect from deviating tax rates in foreign group companies -97 -37
Non-deductible expenses/non-taxable income
and other permanent dierences
-248 -273
Tax adjustments prior years 48 -327
Change in valuation of net deferred tax assets -2,388 -1,587
Income taxes in the income statement -2,101 -2,481
Eective tax rate 79% 212%
EUR ‘000 2025 2024
Deferred tax assets/liabilities
Intangible assets -365 -365
Share based payments 2,072 4,356
Tax losses carried forward 4,795 4,803
Other deferred tax assets 55 58
Other deferred tax liabilities -56 -45
Total assets (+) 6,922 9,217
Total liabilities (-) -421 -410
Development of deferred tax assets/liabilities
Beginning of period 8,807 8,023
Deferred tax movements in P/L -16 20
Deferred tax movements on equity -2,278 769
Exchange rate adjustments -12 -5
Net deferred tax assets 6,501 8,807
64
ANNUAL REPORT 2025
65
Accounting policy
Taxes in the income statement consist of cur-
rent tax and movements in deferred tax. Income
taxes are recognised on profit for the year and
recognised directly in other comprehensive in-
come and equity as applicable.
In calculation of current tax, the tax rates and
rules applicable at the balance sheet date are
used. Deferred tax assets and liabilities are rec-
ognised in the balance sheet at their estimated
realisable value, either as a set-o against de-
ferred tax liabilities/assets or as net tax assets to
be set o against future positive taxable income.
Deferred tax is calculated on the basis of the
planned use of each asset and the settlement of
each liability, respectively. Deferred tax is meas-
ured using the tax rates and tax rules which are
expected to apply when the deferred tax is to
materialise as current tax. Changes in deferred
tax resulting from changes in tax rates or tax
rules are recognised in the income statement
unless the deferred tax is attributable to trans-
actions previously recognised directly in equity
or other comprehensive income. In the latter
case, such changes are also recognised directly
in equity or other comprehensive income.
When a tax deduction is obtained from share-
based payment schemes, the tax eect is rec-
ognised in current tax on profit. Any excess de-
duction beyond total remuneration expense is
recognised on equity.
Deferred tax assets
Tax losses carried forward
The group holds a deferred tax asset on tax loss-
es carried forward of EUR 25.5 million in 2025
(EUR 25.5 million in 2024). The group is main-
taining EUR 4.8 million of the deferred tax asset
due to the Group’s positive outlook of financial
performance in the coming years. The unrecog-
nised tax asset will be recognised in future in-
come years if the Group expects to oset posi-
tive taxable income against the tax loss within a
foreseeable future (3-5 years). There is no expiry
date on the tax losses carried forward.
Share based payments
The Group recognises deferred tax eects on
share based payments taxed according to Sec-
tion 28 of the Danish Tax Assessment Act.
When employees exercise warrants covered by
this scheme, the dierence between the market
value of the shares and the strike price is taxed
as employment income for the employees. The
deferred tax eect arises from the Group’s de-
duction in taxable income that is equivalent to
the compensation taxed as employment income
on exercise. The deferred tax asset is assessed
for utilisation beyond 5 years, considering the
high likelihood of warrant exercise. A deferred
tax asset of EUR 2.1 million within 5 years of the
last exercise window from share-based payment
has been recognized (EUR 4.4 million in 2024).
The recognized tax asset is based on utilization
within 5 years. The calculation is based on the
current CIT rate in Denmark (22%), using a share
price of EUR 268.11 (2024: EUR 381.83) and the
granted strike prices in the range of EUR 11.75 to
EUR 381.60 (2024: EUR 11.8 to EUR 381.83).
ANNUAL REPORT 2025
65
EUR ‘000 2025
Other income
External
expenses
Personnel
expenses
Total
Reorganisation and restructuring 902 6,229 7,131
Business set-ups and acquisitions 760 413 1,173
Other -58 973 178 1,093
Special items total -58 2,635 6,820 9,397
EUR ‘000 2024
Other income
External
expenses
Personnel
expenses
Total
Reorganisation and restructuring 183 311 494
Business set-ups and acquisitions 654 17 671
Other -479 38 -441
Special items total -479 875 328 724
NOTE 8
SPECIAL ITEMS
Accounting policy
Special items comprise costs or income that
cannot be attributed directly to the Group’s or-
dinary activities. They are therefore separately
disclosed to allow a more comparable view of
underlying business performance.
Key accounting judgment
The use of special items entails Management
judgement in the separation from other items in
the income statement. Management carefully
considers such changes in order to ensure the
correct distinction between the operating activi-
ties and restructuring of the Group carried out to
enhance the future earnings potential. All costs
and income presented under Special items are
directly derived from the books and records and
carefully monitored by Management on a month-
ly basis to ensure that only costs and income
meeting the criteria are included.
66
ANNUAL REPORT 2025
67
NOTE 9
GOODWILL
EUR ‘000 Goodwill
Costs at 1 January 2025 2,513
Currency adjustment -4
Additions 0
Costs at 31 December 2025 2,509
Impairment losses 1 January 2025 0
Impairment losses 0
Impairment losses 31 December 2025 0
Carrying amount at 31 December 2025 2,509
EUR ‘000 Goodwill
Costs at 1 January 2024 2,515
Currency adjustment -2
Additions 0
Costs at 31 December 2024 2,513
Impairment losses 1 January 2024 0
Impairment losses 0
Impairment losses 31 December 2024 0
Carrying amount at 31 December 2024 2,513
ANNUAL REPORT 2025
67
Goodwill is allocated to the acquisition of
Codabene in September 2022 where the Group
acquired the entire share capital of SAS CB+, a
French SaaS company. Management has con-
cluded based on the annual impairment process
that the recoverable value of the goodwill allo-
cated exceeds the carrying value so no impair-
ment of goodwill is required.
Accounting Policy
For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there
are separately identifiable cash inflows which
are largely independent of the cash inflows from
other assets or groups of assets. It has been as-
sessed that there is only one cash-generating
unit (CGU) within the Group.
68
ANNUAL REPORT 2025
69
NOTE 10
INTANGIBLE ASSETS
EUR ‘000
Completed
development
projects
Development
projects in
progress
Acquired
Intangible
assets
Total
Costs at 1 January 2025 11,128 1,870 3,733 16,731
Currency adjustment 14 0 -2 12
Transfers 1,180 -1,180 0 0
Additions 3,507 4,332 445 8,283
Disposals
Costs at 31 December 2025 15,829 5,021 4,176 25,027
Amortization and impairment losses 1 January 2025 -3,328 0 -2,750 -6,078
Amortization and impairment losses for the year -4,180 0 -389 -4,569
Disposals
Amortization and impairment losses 31 December 2025 -7,508 0 -3,139 -10,647
Carrying amount at
31 December 2025
8,321 5,021 1,037 14,380
ANNUAL REPORT 2025
69
At the end of 2025 we have reviewed the intan-
gible assets and concluded that the recovera-
ble value of the intangible assets exceeds the
carrying value so no impairment is required.
Accounting Policy
Development projects include the development
of solutions and consist of the personnel costs re-
corded in the company’s internal project module.
Non-current assets are tested for impairment
whenever events or changes in circumstances
indicate that the carrying amount may not be
recoverable. Development projects (in progress)
are tested at least annually for impairment. For
completed assets the Group performs a review
for indications of impairment per asset. The in-
tangible assets are amortised using a straight-
line method over the expected useful life.
The expected useful lifetime for the intangible
assets are:
Completed development projects: 3 years
Acquired intangible assets: 3-10 years
EUR ‘000
Completed
development
projects
Development
projects in
progress
Acquired
Intangible
assets
Total
Costs at 1 January 2024 6,912 2,429 3,610 12,951
Currency adjustment -6 0 -1 -7
Transfers 2,429 -2,429 0 0
Additions 4,402 1,870 124 6,396
Disposals -2,609 0 0 -2,609
Costs at 31 December 2024 11,128 1,870 3,733 16,731
Amortization and impairment losses 1 January 2024 -3,739 0 -2,356 -6,095
Amortization and impairment losses for the year -2,201 0 -394 -2,595
Disposals 2,612 0 0 2,612
Amortization and impairment losses 31 December 2024 -3,328 0 -2,750 -6,078
Carrying amount at
31 December 2024
7,800 1,870 983 10,653
70
ANNUAL REPORT 2025
71
NOTE 11
PROPERTY, PLANT
AND EQUIPMENT
EUR ‘000
Equipment
Leasehold
improvements
Total
Costs at 1 January 2025 1,032 853 1,885
Currency adjustments 3 2 5
Additions 432 190 622
Disposals -128 -17 -145
Costs at 31 December 2025 1,339 1,028 2,368
Depreciation and impairment losses 1 January 2025 -571 -500 -1,071
Depreciation -293 -228 -521
Disposals 107 14 121
Depreciation and impairment losses 31 December 2025 -757 -713 -1,471
Carrying amount at 31 December 2025 582 315 897
ANNUAL REPORT 2025
71
EUR ‘000
Equipment
Leasehold
improvements
Total
Costs at 1 January 2024 1,430 1,434 2,864
Currency adjustments 4 1 5
Additions 370 288 658
Disposals -772 -870 -1,642
Costs at 31 December 2024 1,032 853 1,885
Depreciation and impairment losses 1 January 2024 -1,021 -1,124 -2,145
Depreciation -322 -246 -568
Disposals 772 870 1,642
Depreciation and impairment losses 31 December 2024 -571 -500 -1,071
Carrying amount at 31 December 2024 461 353 814
Accounting Policy
The basis of depreciation is the cost less estimated residual value after the end of useful life.
Straight-line depreciation is made on the basis of the estimated useful lives of the assets, which
are 3 years. Depreciation methods, useful lives and residual values are reviewed annually.
72
ANNUAL REPORT 2025
73
NOTE 12
RIGHT OF USE ASSETS
AND LEASE LIABILITIES
The Group’s lease agreements relate to leases of properties.
Lease of properties are negotiated on an individual basis and contain a wide range of dierent terms
and conditions. The property leases are in general of a short-term nature, however a few leases have
an initial term of up to 8 years.
EUR ‘000 31.12.2025 31.12.2024
Right of use assets
Properties
Costs at 1 January 25,937 21,839
Currency adjustment -13 -6
New additions 7,738 4,104
Costs at 31 December 33,662 25,937
Depreciation 1 January -18,271 -13,456
Depreciation -6,217 -4,815
Depreciation 31 December -24,488 -18,271
Balance 31 December 9,174 7,666
Lease liabilities
Non-current 3,678 4,801
Current 5,755 3,411
Total 9,433 8,212
Interest expense (included in financial expenses) 531 208
Currency adjustment (included in financial expenses) -346 38
Total cash outflow for leases 6,558 4,860
The maturity of the lease liability is shown in note 24.
ANNUAL REPORT 2025
73
Accounting Policy
The Group’s leases include only properties.
Leases are recognised as a right-of-use as-
set and a corresponding liability at the date at
which the leased asset is available for use by the
Group.
Each lease payment is allocated between the
liability and finance cost. The finance cost is
charged to profit or loss over the lease period so
as to produce a constant periodic rate of inter-
est on the remaining balance of the liability for
each period. The right-of-use asset is depreciat-
ed over the shorter of the asset’s useful life and
the lease term on a straight-line basis.
Contracts may contain both lease and nonlease
components. The Group has decided to sepa-
rate lease and non-lease components and ac-
count for these separately.
Assets and liabilities arising from a lease are ini-
tially measured on a present value basis.
The Group’s lease liabilities include the net
present value of the fixed payments (including
in-substance fixed payments), less any lease in-
centives receivable.
The lease payments are discounted using the in-
terest rate implicit in the lease, if that rate can
be readily determined, or the individual lessee’s
incremental borrow rate being the rate that the
individual lessee would have to pay to borrow
the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar eco-
nomic environment with similar terms, security
and conditions.
Lease liabilities are subsequently measured by
increasing the carrying amount to reflect inter-
est on the lease liability and reducing the carry-
ing amount to reflect the lease payments made.
Right-of-use assets are measured at cost com-
prising the following:
• the amount of the initial measurement of
lease liability
• any lease payments made at or before the
commencement date less any lease incen-
tives received
• any restoration costs
The Group has chosen to apply the practical ex-
pedient for short-term leases and for leases of
low value.
EUR ‘000 2025 2024
Short term and immaterial leases
Costs for short term and immaterial leases 582 624
74
ANNUAL REPORT 2025
75
Accounting estimates and judgements
Some lease agreements for property may in-
clude options to extend or terminate the lease.
They are used to maximize operational flexibili-
ty in terms of managing the assets used in the
Group’s operations. The majority of extension
and termination options held are exercisable
only by the Group and not by the respective les-
sor. In determining the lease term, Management
considers all facts and circumstances that cre-
ate an economic incentive to exercise an exten-
sion option, or not exercise a termination option.
Extension options (or periods after termination
options) are only included in the lease term if the
lease is reasonably certain to be extended (or
not terminated).
The following factors are normally the most rel-
evant:
• If there are significant penalty payments to
terminate (or not extend), the Group is typ-
ically reasonably certain to extend (or not
terminate).
• If any leasehold improvements are expected
to have a significant remaining value, the
Group is typically reasonably certain to ex-
tend (or not terminate).
• Otherwise, the Group considers other fac-
tors including historical lease durations and
the costs and business disruption required
to replace the leased asset.
ANNUAL REPORT 2025
75
NOTE 13
TRADE RECEIVABLES
AND CREDIT RISKS
EUR ‘000 31.12.2025 31.12.2024
Payment gateways 3,671 3,356
Other services 1,179 103
Total trade receivables 4,850 3,459
Trade receivables are amounts receivable at
payment gateways collected from end-users
and customers invoiced for the Platform solu-
tion. The amount receivable at the payment
gateways reflects a few days cash collected at
the end-users that has not yet been received.
On that basis, the Executive Board and Key
Management has concluded that the Group’s
credit risk from trade receivables is not materi-
al and has therefore not recognised any provi-
sion of expected credit losses related to trade
receivables as of 31 December 2024 or 2025.
Historically the Group has not suered any ma-
terial realised losses from trade receivables.
Accounting Policy
Trade receivables include receivables from
payment gateways and other services. Trade
receivables are measured at transaction price
and subsequently at amortized cost, usually
equaling nominal value less expected credit
losses.
76
ANNUAL REPORT 2025
77
NOTE 14
MARKETABLE SECURITIES
EUR ‘000 2025 2024
Nominal Fair value Nominal Fair value
German treasury bills 25,000 24,704 25,000 24,744
Danish mortgage bonds 13,389 13,389 13,409 13,369
38,389 38,094 38,409 38,113
Marketable securities have a duration of 1-6 months by 31 December.
Accounting policy
Marketable securities are recognised at cost on the initial recognition and subsequently at fair value.
The adjustment is recognised in the income statement as a part of the financial income/expenses.
ANNUAL REPORT 2025
77
2025 2024
Nominal value Nominal value
No of shares EUR No of shares EUR
Opening balance 1 January
A-shares 2,033,779 27,266 2,026,969 27,182
B-shares 53,239 716 53,239 716
C-shares 164,190 2,208 164,190 2,208
D-shares 286,940 3,859 286,940 3,859
2,538,148 34,049 2,531,338 33,964
Addition
A-shares 9,097 182 6,810 84
9,097 182 6,810 84
Balance 31 December
A-shares 2,042.876 27,448 2,033,779 27,266
B-shares 53,239 716 53,239 716
C-shares 164,190 2,208 164,190 2,208
D-shares 286,940 3,859 286,940 3,859
2,547,245 34,231 2,538,148 34,049
NOTE 15
SHARE CAPITAL
78
ANNUAL REPORT 2025
79
All shares have a nominal value of DKK 0.1 and
are fully paid. A-, C- and D-shares carry one vote.
B-shares have no voting rights. The dierence
between C- and D-shares is as follows:
If the Proceeds received by each Class C Share
at the time of an Exit is lower than the Initial In-
vestment Amount (a “Liquidation Preference
Event”), the C- shareholders have a preferred
right to receive Proceeds over the D- sharehold-
ers and Proceeds on the C- shares shall include
the pro rata part of the Proceeds which would
– outside a Liquidation Preference Event – be
payable to the D-shareholders (i.e. the C-shares
shall in addition to their own pro rata share re-
ceive the pro rata share of Proceeds attributable
to the D-shares). In case of a Liquidation Prefer-
ence Event, the C-shareholders shall continue
to have a preferred right to receive Proceeds
until (i) the C- shareholders have received an
amount corresponding to the Initial Investment
Amount per C-share or (ii) if such amount is not
received, all Proceeds have been distributed, i.e.
in such case no Proceeds will be received on the
D-shares.
Accounting Policy
Ordinary shares are classified as equity. Incre-
mental costs directly attributable to the issue of
new shares are shown in equity as a deduction
from the proceeds.
Exchange dierences arising on translation of
the parent company and of foreign controlled
entities into the presentation currency, EUR, are
recognised in other comprehensive income and
accumulated in a separate reserve within equity.
The cumulative amount is re-classified to the in-
come statement when the net investment is dis-
posed of.
The Group’s objectives when managing capital
are to:
• Safeguard the ability to continue as a going
concern, so that the Group can fund its contin-
uing growth and development; and
• Maintain an optimal capital structure to re-
duce cost of capital.
TThe financial policies are being refined on an on-
going basis to support the Group’s risk manage-
ment policies and objectives. The Group does not
distribute dividends.
The Group’s strategy for managing capital was
unchanged from previous years.
NOTE 16
CAPITAL MANAGEMENT
ANNUAL REPORT 2025
79
NOTE 17
INTEREST-BEARING DEBT
The loan is granted as part of a convertible loan
facility, with a total amount of EUR 30 million
whereof EUR 25m has been drawn. The loan can-
not be repaid, but can be converted to newly is-
sued shares in the first five years subsequent to
the facility being established, being April 2021.
The loan can be converted at the earliest of an
exit (50% shares/voting rights or more), an IPO
or at the end of April 2026. In the event of an exit
the loan will be converted at a share price equal
15% discount compared to the share value ob-
tained in the exit. If no exit has occurred by the
end of April 2026, the loan can be converted to
shares based on a revenue multiple valuation,
which has been assessed as an embedded de-
rivative financial instrument.
Management considers it highly unlikely that the
loan will convert to shares in April 2026. As of De-
cember 2025 the embedded value of the option to
convert to shares is assessed to zero.
The loan has a fixed interest rate of 8% p.a. If not
converted before April 2026, the loan will change
to a bullet loan with the possibility of repayment
by the Group in whole or in part at any time af-
ter. The loan provider can terminate the loan ear-
liest three years after the conversion. Manage-
ment has not made a decision in regards to the
repayment of the loan and considers the loan as
non-current.
It is Management’s assessment that the fair
value of the interest-bearing debt does not de-
viate significantly from the recognised value.
Accounting policy
Interest-bearing debt is recognised initially at
fair value net of directly attributable transaction
costs, and subsequently measured at amortised
costs, with the amortised amounts included in
the income statement within financial items.
Any embedded derivative financial instruments
are initially recognised at fair value on the date
the derivative financial instrument was entered
into, and are subsequently measured at fair val-
ue at the end of each reporting period. Fair val-
ue gains and losses are included in the income
statement within financial items.
Interest-bearing debt is classified as current liabil-
ities unless the Group has an unconditional right
to defer settlement of the liability for at least 12
months after the reporting period.
EUR ‘000 2025 2024
Interest-bearing debt 32,653 32,381
Total Interest-bearing debt 32,653 32,381
80
ANNUAL REPORT 2025
81
NOTE 18
TRADE PAYABLES
Accounting policy
Trade payables comprise amounts owed to our customers/partners and other third-party payables
related to our business. The amount owed to our customers/partners reflects the amount collected
on behalf of our partners minus the fees invoiced for the usage of the application.
EUR ‘000 2025 2024
Owed to customers/partners 67,535 59,102
Trade payables 6,536 6,999
Total trade payables 74,071 66,101
ANNUAL REPORT 2025
81
NOTE 19
OTHER LIABILITIES
EUR ‘000 2025 2024
Wages and salaries, bonuses, payroll taxes, social
security costs, etc.
9,899 4,496
Holiday pay obligation 3,647 3,191
VAT and duties 2,912 2,586
Other 11,514 5,883
Total other liabilities 27,971 16,156
NOTE 20
WORKING CAPITAL CHANGES
EUR ‘000 2025 2024
Changes in inventories -885 -4,330
Changes in trade receivables -1,391 1,188
Changes in prepayments -603 -528
Changes in other receivables -235 -659
Changes in trade payables 7,969 12,682
Changes in other liabilities 11,816 -233
Total working capital changes 16,672 8,120
82
ANNUAL REPORT 2025
83
NOTE 21
ADJUSTMENT FOR THE
CASH FLOW STATEMENT
EUR ‘000 2025 2024
Share-based payments 5,147 6,135
Reversal financial income -7,320 -2,708
Reversal financial expenses 4,561 3,335
Total adjustments 2,388 6,762
ANNUAL REPORT 2025
83
NOTE 22
CHANGES IN LIABILITIES ARISING
FROM FINANCING ACTIVITIES
EUR '000 1 January
2025
Cash
flows
New
leases
Other
changes
31 December
2025
Interest-bearing debt 32,381 0
0
272 32,653
Lease liabilities, current and
non-current
8,212 -6,558 7,738 42 9,433
40,593 -6,558 7,738 313 42,086
Non-cash changes
Other changes for interest-bearing debt include accrued interest.
EUR '000 1 January
2024
Cash
flows
New
leases
Other
changes
31 December
2024
Interest-bearing debt 29,768 0
0
2,613 32,381
Lease liabilities, current and
non-current
8,728 -4,860 4,104 240 8,212
38,496 -4,860 4,104 2,853 40,593
Non-cash changes
84
ANNUAL REPORT 2025
85
NOTE 23
FINANCIAL RISKS AND
FINANCIAL INSTRUMENTS
EUR '000 31 December
2025
31 December
2024
Financial assets
Deposits 2,526 2,408
Trade receivables 4,850 3,459
Other receivables 977 742
Marketable securities 38,094 38,113
Cash and cash equivalents 80,644 69,539
Total financial assets 127,090 114,261
Financial liabilities
Interest-bearing debt, current and non-current 32,653 32,381
Trade Payables 74,071 66,101
Other liabilities 27,971 16,156
Lease liabilities, current and non-current 9,433 8,212
Total financial liabilities 144,128 122,850
ANNUAL REPORT 2025
85
Financial Risk Management
The Group’s international operations expose
it to financial risks, primarily liquidity risk and
exchange rate risk. These risks are managed
through Group’s treasury policy, which is ap-
proved by the Board of Directors and subse-
quently implemented and maintained by the
Group finance function.
This policy provides the framework for manag-
ing market, liquidity, and credit risks. There were
no significant changes in the Group’s risk expo-
sure or treasury policy compared to previous
year. Trade receivables are considered to have
low risk (see Note 13).
The Group’s financial risk profile remains materi-
ally unaected by the current geopolitical land-
scape and resulting market volatility.
Liquidity Risk
The Group’s objective is to maintain sucient liquid-
ity to meet its financial liabilities as they fall due. Li-
quidity is managed centrally by the Group finance
function in accordance with the Treasury policy.
The policy requires maintaining sucient liquid-
ity to meet Group’s financial and operational
obligations for at least the next 12 months. The
Group monitors its liquidity risk through fol-
low-ups against plans.
86
ANNUAL REPORT 2025
87
Maturity analysis
The tables below analyze the Group’s financial liabilities in relevant maturity groupings, based on
their contractual maturities:
EUR ‘000
Less than
1 year
Between
1 and 5 years
More than
5 years Total
As of 31 December 2025
Interest-bearing debt 0 32,653 0 32,653
Trade Payables 74,071 0 0 74,071
Lease liabilities, current
and non-current
5,755 3,678 0 9,433
Other liabilities 27,971 0 0 27,971
Total financial liabilities 107,798 36,331 0 144,128
EUR ‘000
Less than
1 year
Between
1 and 5 years
More than
5 years Total
As of 31 December 2024
Interest-bearing debt 0 32,381 0 32,381
Trade Payables 66,101 0 0 66,101
Lease liabilities, current
and non-current
3,410 4,720 82 8,212
Other liabilities 16,156 0 0 16,156
Total financial liabilities 85,668 37,101 82 122,850
ANNUAL REPORT 2025
87
The maturity analysis is based on contractual
undiscounted cash flows, including estimat-
ed interest payments. Balances due within 12
months equal their carrying balances as the im-
pact of discounting is not significant.
The analysis of lease liabilities includes pay-
ments only for agreements that commenced be-
fore the end of the reporting period.
Exchange rate risk
The Group is exposed to foreign exchange rate
risk on financial assets and liabilities denominat-
ed in currencies other than the functional cur-
rency of the respective subsidiary holding the
financial instrument.
This exposure is limited, as most sales and pur-
chases are settled in local functional currencies.
Some exposure arises from purchases denom-
inated in foreign currencies. Due to Denmark’s
fixed-rate policy, the EUR/DKK exchange rate is
not considered an exposure.
It is the Group’s policy not to hedge its foreign
exchange rate risk.
Sensitivity analysis of impact on net profit
and equity
TThe following analysis shows the impact on
profit or other comprehensive income and equi-
ty from reasonably possible changes in specified
exchange rates. The analysis is based on financial
assets and liabilities held at the reporting date,
assuming all other variables remain constant.
EUR ‘000 Change 2025 2024
USD/EUR +/- 10% +/- 825 +/- 550
CHF/EUR +/- 10% +/- 109 +/- 20
GBP/EUR +/- 10% +/- 630 +/- 291
CAD/EUR +/- 10% +/- 126 +/- 128
NOK/EUR +/- 10% +/- 73 +/- 32
SEK/EUR +/- 10% +/- 9 +/- 31
AUD/EUR +/- 10% +/- 69 +/- 42
CZK/EUR +/- 10% +/- 9 +/- 2
88
ANNUAL REPORT 2025
89
EUR ‘000 Level 1 Level 2 Level 3
Financial assets:
Marketable securities 38,094
-
-
Total 38,094
-
-
Financial liabilities:
Interest-bearing debt - - 32,653
Total - - 32,653
EUR ‘000 Level 1 Level 2 Level 3
Financial assets:
Marketable securities 38,113
-
-
Total 38,113
-
-
Financial liabilities:
Interest-bearing debt - - 32,381
Total - - 32,381
Interest rate risk
The Group’s interest rate risk is limited to its
bank deposits, as all interest-bearing debt car-
ries a fixed interest rate. Investments in market-
able securities with a low duration mitigate the
risk of significant price fluctuations from inter-
est rate changes.
Sensitivity analysis of impact
on net profit and equity
Based on the Group’s cash, interest-bearing
debt, trade receivables, and trade payables, the
sensitivity to interest rate changes is consid-
ered insignificant.
Fair value measurements of financial
assets and liabilities
The company applies a fair value hierarchy to
classify inputs used in measuring fair value of
financial assets and liabilities, based on their
observability:
Level 1: Level 1: Quoted prices in active markets
for identical assets or liabilities.
Level 2: Observable inputs other than quoted
prices, such as quoted prices for similar assets
or liabilities.
Level 3: Unobservable inputs, based on man-
agement assumptions and estimates.
2025
2024
ANNUAL REPORT 2025
89
NOTE 25
RELATED PARTIES
Related parties include the ultimate Parent’s Ex-
ecutive Management Board, Board of Directors,
Key Management Personnel and their related par-
ties including companies in which these persons
have significant interests.
Transactions with related parties
There have been no transactions with related
parties except for the remuneration to the Board
of Directors, Executive Board and Key Manage-
ment, which has been disclosed in note 5.
NOTE 24
FEE TO THE GROUP AUDITOR
EUR ‘000 2025 2024
Statutory audit 114 160
Other assurance 40 0
Tax and VAT advisory services 171 56
Other services 490 128
Total fee to Group auditor 815 344
Deloitte Statsautoriseret Revisionspartnerselskab is appointed as Too Good To Go’s auditors.
90
ANNUAL REPORT 2025
91
NOTE 26
COLLATERAL PROVIDED AND
CONTINGENT LIABILITIES
The Group has no collateral provided or contingent liabilities.
NOTE 27
EVENTS AFTER THE
BALANCE SHEET DATE
No significant events have occurred after the balance sheet
date which aect the Consolidated Financial Statements.
ANNUAL REPORT 2025
91
The Group’s legal structure is as follows as of 31.12.2025:
NOTE 28
GROUP’S LEGAL STRUCTURE
Name of Entity Registered in Currency Ownership % Function
Too Good To Go Holding ApS Denmark DKK Parent
Too Good To Go Australia Pty Ltd Australia AUD 100 Subsidiary
Too Good To Go Austria GmbH Austria EUR 100 Subsidiary
Too Good To Go Belgium BV Belgium EUR 100 Subsidiary
Too Good To Go Czech s.r.o. Czechia CZK 100 Subsidiary
Too Good To Go Canada Technol-
ogy Ltd
Canada CAD 100 Subsidiary
Too Good To Go ApS Denmark DKK 100 Subsidiary
SAS Too Good To Go France France EUR 100 Subsidiary
SAS CB + France EUR 100 Subsidiary
Too Good To Go GmbH Germany EUR 100 Subsidiary
Too Good To Go Ltd. Ireland EUR 100 Subsidiary
Too Good To Go Italy srl Italy EUR 100 Subsidiary
Too Good To Go Japan Co., Ltd. Japan JPY 100 Subsidiary
Too Good To Go NL BV Netherlands EUR 100 Subsidiary
Too Good To Go New Zealand
Limited
New Zealand NZD 100 Subsidiary
Too Good To Go Norway AS Norway NOK 100 Subsidiary
Too Good To Go Poland Sp. z.o.o. Poland PLN 100 Subsidiary
Too Good To Go Portugal Unipes-
soal LDA
Portugal EUR 100 Subsidiary
Too Good To Go Spain SL Spain EUR 100 Subsidiary
Too Good To Go Sucursal en
España
Spain EUR 100 Branch
Too Good To Go Sweden AB Sweden SEK 100 Subsidiary
Too Good To Go Switzerland
GmbH
Switzerland CHF 100 Subsidiary
Too Good To Go Ltd United Kingdom GBP 100 Subsidiary
Too Good To Go Inc. USA USD 100 Subsidiary
92
ANNUAL REPORT 2025
PARENT
FINANCIAL
STATEMENTS
94
ANNUAL REPORT 2025
95
PARENT INCOME STATEMENT
FOR 2025
EUR ‘000 Notes 2025 2024
Gross profit/loss -866 -187
Depreciation, amortisation and impairment -391 -391
Operating profit/loss -1,257 -578
Income from investments in group enterprises 2 280 7,019
Financial income 1,976 467
Financial expenses -2,028 -2,669
Profit/loss for the year 1 -1,029 4,239
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95
PARENT BALANCE SHEET
AT 31 DECEMBER
Assets
EUR ‘000 Notes 2025 2024
Investments in group enterprises 2 24,305 24,437
Financial assets 24,305 24,437
Non-current assets 24,305 24,437
Receivables from group companies 14,806 18,087
Other receivables 134 101
Marketable securities 13,389 13,369
Cash 6,816 1,003
Current assets 35,144 32,560
Assets 59,450 56,997
96
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97
PARENT BALANCE SHEET
AT 31 DECEMBER
Equity and liabilities
EUR ‘000 Notes 2025 2024
Contributed capital 34 34
Retained earnings 23,636 24,507
Equity 23,670 24,541
Interest-bearing debt 3 32,653 32,381
Non-current liabilities other than provisions 32,653 32,381
Trade payables
Other payables
2,648
479
75
0
Current liabilities other than provisions 3,127 75
Liabilities other than provisions 35,779 32,456
Equity and liabilities 59,450 56,997
Contingent liabilities 4
Non-arm’s length related party transactions 5
Accounting policies to
parent financial statements
6
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97
PARENT STATEMENT OF
CHANGES IN EQUITY FOR 2025
EUR ‘000 Share capital Retained earnings Total
Equity at 1 January 2025 34 24,507 24,541
Adjusted equity 1 January 2025 34 24,507 24,541
Capital increase 0 181 181
Currency adjustment 0 -23 -23
Profit/loss for the year 0 -1,029 -1,029
Equity at 31 December 2025 34 23,636 23,670
The company has implemented incentive programs for selected employees in subsidiaries. Please
see Note 5 - Personnel expenses in the consolidated financial statement for details.
98
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99
NOTES TO PARENT
FINANCIAL STATEMENTS
1. Proposed distribution of profit and loss
EUR ‘000 2025 2024
Retained earnings -1,029 4,239
-1,029 4,239
2. Investments in group enterprises
EUR ‘000 Investments in group enterprises
Cost beginning of year 113,514
Currency translation -32
Additions 0
Cost end of year 113,482
Revaluation and impairment losses beginning of year -89,078
Currency translation 10
Amortisation of goodwill -389
Share of profit/loss for the year 280
Revaluation and imparment losses end of the year -89,177
Carrying amount end of year 24,305
A specification of investments in subsidiaries is included in note 28 to the consolidated financial
statements.
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99
3. Interest-bearing debt
Due after more than
12 months
Outstanding
after 5 years
EUR ‘000 2025 2025
Interest-bearing debt 32,653 0
The loan is granted as part of a convertible loan
facility, with a total amount of EUR 30 million
whereof EUR 25m has been drawn. The loan can-
not be repaid, but can be converted to newly is-
sued shares in the first five years subsequent to
the facility being established, being April 2021.
The loan can be converted at the earliest of an
exit (50% shares/voting rights or more), an IPO
or at the end of April 2026. In the event of an exit
the loan will be converted at a share price equal
15% discount compared to the share value ob-
tained in the exit. If no exit has occurred by the
end of April 2026, the loan can be converted to
shares based on a revenue multiple valuation,
which has been assessed as an embedded de-
rivative financial instrument.
Management considers it highly unlikely that
the loan will convert to shares in April 2026. As
of December 2025 the embedded value of the
option to convert to shares is assessed to zero.
The loan has a fixed interest rate of 8% p.a. If not
converted before April 2026, the loan will change
to a bullet loan with the possibility of repayment
by the Group in whole or in part at any time af-
ter. The loan provider can terminate the loan ear-
liest three years after the conversion. Manage-
ment has not made a decision in regards to the
repayment of the loan and considers the loan as
non-current.
It is Management’s assessment that the fair val-
ue of the interest-bearing debt does not deviate
significantly from the recognised value.
4. Contingent liabilities
The company serves as the administration com-
pany in a Danish joint taxation arrangement.
According to the joint taxation provisions of
the Danish Corporation Tax Act, the company
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 inter-
est, royalties and dividends for these entities.
The company has on behalf of a subsidiary is-
sued a guarantee.
5. Related party transactions
Related parties include the Executive Manage-
ment Board, Board of Directors, Key Manage-
ment Personnel and their related parties includ-
ing companies in which these persons have
significant interests.
There have been no transactions with related
parties except for the share based payments
as disclosed in the Consolidated financial state-
ments note 5.
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101
6. Accounting policies to parent financial statements
The parent financial statement has been pre-
sented in accordance with the provisions of the
Danish Financial Statements Act governing re-
porting class C enterprises (medium).
The accounting policies applied to the parent
financial statement are consistent with those
applied last year.
Recognition and measurement
Assets are recognised in the balance sheet when
it is probable as a result of a prior event that fu-
ture economic benefits will flow to the compa-
ny, and the value of the asset can be measured
reliably.
Liabilities are recognised in the balance sheet
when the company 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 company, 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 eected 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 aairs and condi-
tions existing at the balance sheet date are con-
sidered 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.
Foreign currency translation
On initial recognition, foreign currency trans-
actions are translated applying the exchange
rate at the transaction date. Receivables, pay-
ables 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. Ex-
change dierences that arise between the rate
at the transaction date and the rate in eect
at the payment date, or the rate at the balance
sheet date, are recognised in the income state-
ment as financial income or financial expenses.
Property, plant and equipment, intangible as-
sets, inventories and other non-monetary assets
that have been purchased in foreign currencies
are translated using historical rates.
When recognising foreign subsidiaries and asso-
ciates 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 ex-
change rates at the balance sheet date. Good-
will is considered belonging to the independent
foreign company and is translated using the
exchange rate at the balance sheet date. Ex-
change dierences arising out of the translation
of foreign subsidiaries’ equity are classified di-
rectly as equity.
Exchange adjustments of outstanding accounts
with independent foreign subsidiaries, which
are considered part of the total investments in
the subsidiary in question, are classified directly
as equity.
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101
Gross profit or loss
Gross profit or loss comprise revenue, cost of
sales and external expenses. The parent com-
pany has chosen to present gross profit or loss
in accordance with section 32 of the Danish
Financial Statements Act. For a description of
the accounting policies and methods applied,
including the items in gross profit and loss, see
the accounting policies to the consolidated fi-
nancial statements in note 1.
Other financial expenses
Other financial expenses comprise interest ex-
penses, payables and transactions in foreign
currencies, amortisations of financial liabilities
as well as tax surcharge under the Danish Tax
Prepayment Scheme etc.
Tax on profit/loss for the year
Tax for the year, which comprises current tax for
the year and changes in deferred tax, is recog-
nised in the income statement by the portion
attributable to the profit for the year and recog-
nised directly in equity by the portion attributa-
ble to entries directly in equity.
The Parent is jointly taxed with all of its Danish
group enterprises. The current Danish income
tax is allocated among the jointly taxed entities
proportionally to their taxable income (full allo-
cation with a refund concerning tax losses).
INCOME STATEMENT
102
ANNUAL REPORT 2025
103
Investments in group enterprises
Investments in group enterprises are recog-
nised 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 val-
ue plus unamortised goodwill and plus or minus
unrealised intra-group profits or losses. Refer-
ence is made to note 28 in the consolidated fi-
nancial statements for more details on the busi-
ness combination and the applied accounting
policies 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 Par-
ent has a legal or constructive obligation to cov-
er 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 revalua-
tion of investments in group enterprises is trans-
ferred to the reserve for net revaluation accord-
ing to the equity method in equity. Goodwill is
the dierence between cost of investments and
fair value of the pro rata share of assets and lia-
bilities arising from acquisitions.
Goodwill is amortised straightline over its esti-
mated useful life, which is fixed based on the ex-
perience gained by Management for each busi-
ness area. It has not been possible to estimate
useful life reliably, for which reason such useful
life has been set at 10 years.
Investments in group enterprises are written
down to the lower of recoverable amount and
carrying amount.
Cash
Cash comprises bank deposits.
Interest-bearing debt
Interest-bearing debt is recognised initially
at fair value net of directly attributable trans-
action costs, and subsequently measured at
amortised costs, with the amortised amounts
included in the income statement within finan-
cial items.
Any embedded derivative financial instruments
are initially recognised at fair value on the date
the derivative financial instrument was entered
into, and are subsequently measured at fair val-
ue at the end of each reporting period. Fair val-
ue gains and losses are included in the income
statement within financial items.
Interest-bearing debt is classified as current li-
abilities unless the Group has an unconditional
right to defer settlement of the liability for at
least 12 months after the reporting period.
BALANCE SHEET
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ANNUAL REPORT 2025