Acenta Group AbOMXSTO: PADEL

Annual Report Acenta Group AB 2025

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Table of Contents

Table of Contents 2 This is Acenta Group 3 2025 In brief 4 Words from the CEO 5 About Acenta Group 7 Acenta Group - Vision & Mission 9 Shareholder information 10 Board of Directors, Management and Auditors 11 Directors' Report 13 Consolidated income statement - Group 21 Consolidated balance sheet - Group 22 Consolidated report on changes in equity - Group 25 Consolidated cash flow statement - Group 26 Income statement - the parent company 28 Balance sheet - the parent company 29 Report on changes in equity - the parent company 31 Cash flow statement - the parent company 32 Notes 33 Signatures of the Board 45

Acenta Group is an international provider of padel infrastructure, products and related services, with operations in several markets. The company's offering combines the sale and installation of padel courts with product distribution, financing solutions and digital services, which together form an integrated platform within the global padel ecosystem.

Through strategic partnerships with manufacturers, distributors and financial institutions, Acenta enables a scalable expansion of padel facilities while lowering the investment barrier for customers. The company also develops and distributes its own brands, including Sport of Padel and Peliga, strengthening its presence in both the infrastructure and equipment segments.

Acenta's business model is based on a combination of project-based revenues and recurring revenue streams, primarily through financing arrangements and long-term partnerships. This structure contributes to increased predictability and scalability over time.

Acenta Group has an international focus and collaborates with local partners and distributors in key markets in Europe and beyond. The company is headquartered in Sweden.

Acenta Group is listed on Nasdaq First North Growth Market under the ticker PADEL. The Certified Adviser for Acenta Group is Mangold Fondkommission AB.

Website

https://www.acenta.group

Investor Relations

https://investor.acenta.group/

Transformation to a scalable business model

In 2025, Acenta took important steps in its transition towards a business model based on leasing and financing. Strategic partnerships with Hoenen Leasing (DACH) and GSM Finance (UK), together with the company's first lease agreement, laid the foundation for more scalable and recurring revenue streams.

Major commercial breakthrough in Ireland

Acenta entered into a long-term partnership with Padel Sports 100 in Ireland, which represented an important milestone for the company. The collaboration marked the start of large-scale installations and was further expanded through a three-year agreement covering at least 120 courts, which was signed in addition to the previously announced lease agreement.

Expansion of product offering and ecosystem

The company strengthened its position along the entire padel value chain through new brand collaborations and product initiatives, including agreements with brands such as NXPadel, Respira™ and Wear'N'Go. Acenta launched its own premium ball brand Peliga and completed the acquisition of the Padelappen, laying the foundation for its digital ecosystem.

Strengthened platform for international growth

Acenta expanded its operational and commercial platform during the year. The launch of the first Sport of Padel store in Norway, together with financing partnerships with Hoenen Leasing (DACH) and GSM Finance (UK), as well as expanded agreements with existing customers, support continued international expansion and a more integrated offering.

Words from the CEO

The 2025 financial year marked a crucial step in Acenta Group's development, as the company moved from building its commercial foundation to starting the execution of its strategy.

For the full year, revenues amounted to SEK 20.2 million, an increase of 93% compared to the full year 2024. This reflects both strong underlying demand and our ability to turn a growing commercial pipeline into realized revenues. At the same time, it highlights the initial effects of our strategic transition towards a more scalable and recurring business model.

During the year, Acenta continued to evolve from a provider of padel courts to a broader platform that includes infrastructure, financing solutions, product distribution and digital services. Central to this development is our leasing model, which lowers the investment barrier for customers while enabling long-term and more predictable revenue streams.

Although revenue recognition has been impacted by the timing of installations and the structure of leases, the latter part of the year has confirmed that our model is now entering an operational phase. Deliveries under long-term agreements, including the partnership with Padel 100 in Ireland, marked the transition from signed contracts to installation and monetization.

During the year, we also strengthened our commercial and financial platform through important partnerships. Financing collaborations with Hoenen Leasing in the DACH region and GSM Finance in the UK established structured financing solutions in key markets, supporting the roll-out of our leasing model and facilitating customers' investments.

At the same time, we expanded our presence along the value chain. The launch of our first Sport of Padel store in Norway represented an important step towards a more integrated offering, combining infrastructure, product distribution and brand presence. Our product portfolio was further strengthened through exclusive distribution agreements with premium brands such as Cuera, Wear'N'Go, Respira™ and NXPadel.

A strategically important milestone was the acquisition and ongoing integration of the Padelappen, which forms the basis of our digital ecosystem. The platform is being developed to bring players, clubs and operators together and is expected to support new revenue streams over time as well as strengthen engagement within our network.

In parallel, we started work on building a more robust operational infrastructure. The implementation of CRM and financial consolidation systems, along with the standardization

of core processes, represents an important step in creating a scalable organization that can support continued growth.

Looking ahead, our focus is on execution and scaling. The structures and partnerships established in 2025 provide a solid foundation for increased activity, especially as long-term projects progress and installations enter the revenue phase. Leasing and structured payment models are expected to make up a growing share of our business, contributing to improved predictability over time.

After the end of 2025, we have further strengthened our international position and commercial platform. The expansion of our partnership with NXPadel into Australia, New Zealand and Oceania, along with the signing of a five-year exclusive agreement with Court Culture Pty Ltd, establishes a significant pipeline in one of the most promising emerging padel markets globally. In addition, the agreement with Padel Galis positions Acenta as a global distribution partner within an established international network, strengthening our product offering and enabling increased market reach, visibility and distribution opportunities for our own brands.



In summary, 2025 has been a year of transition and progress. We have moved from establishing the foundation of our business to starting the implementation of our strategy. As we move into 2026, our priority is to continue to deliver on our commitments, strengthen our operational capabilities, and scale our platform in line with growing global demand.

Håkan Tollefsen, CEO, Acenta Group AB

About Acenta Group

Acenta Group is building the global sport-tech platform for padel, bringing together businesses, players, clubs, and fans through world-class padel courts, premium products, tournaments, and digital community engagement.

We are more than a padel company - we are a growing international ecosystem designed to make the sport more accessible, more connected, and more engaging everywhere.

ACENTA GROUP "BUILDING THE FUTURE OF PADEL"



INFRASTRUCTURE AND COURT SOLUTIONS

With its strong expertise in padel infrastructure, Acenta Group delivers complete turnkey solutions for the establishment and installation of padel courts, including renovation and relocation projects. The company handles the entire process from design coordination and planning to delivery, assembly, calibration and long-term maintenance.

Each project is tailored to the needs of commercial and private customers, with a focus on quality, safety, and visual design. Through long-term service and maintenance agreements, Acenta ensures lasting performance and builds recurring customer relationships across Europe.

SPORT OF PADEL

Sport of Padel is Acenta Group's e-commerce and retail platform, offering a carefully selected range of premium padel products from leading brands. The platform targets both consumers and corporate customers, including clubs, padel centers, and corporate customers, with products such as rackets, shoes, clothing, accessories, and balls. The range includes brands such as Peliga, Kanso, Cuera, Oxdog and Respira™.

Through the growing retail concept Sport of Padel, Acenta is also establishing partner stores at selected padel facilities, enabling facilities to sell products without initial inventory investment. This omnichannel approach strengthens the visibility of the brand, enables additional sales and strengthens the Group's international presence.

PELIGA

Peliga is Acenta Group's own brand for high-performance padel balls and accessories. With a focus on quality, durability and consistent performance, Peliga offers products that deliver optimal playing experiences for both recreational and professional players.

The brand is distributed globally through Sport of Padel, clubs and retailers, and has a prominent role within the Acenta Padel Tour and the Team Acenta ecosystem, strengthening the Group's presence in the international padel community.

ACENTA PADEL TOUR

The Acenta Padel Tour is Acenta Group's international tournament series that offers high-quality competitions for players of all levels and gives brands direct access to one of Europe's fastest growing sports communities.

The tour was launched in 2023 and has quickly expanded to Sweden, Norway and Poland, creating strong participation and engagement.

Acenta Group - Vision & Mission

ACENTA GROUP'S GROWTH STRATEGY

Acenta continues to expand its international presence through strategic partnerships, region-specific financing models and a broadened product and service offering. The company's growth strategy rests on three core priorities: expansion into key international markets, scaling recurring revenue models, and developing an interconnected ecosystem that strengthens customer lifetime value and supports long-term profitability. These priorities guide both operational activities and strategic investment decisions.

Market analysis shows that the demand for professionalized padel infrastructure and digital tools for operators continues to increase in Europe. Acenta focuses on accelerated growth in high-potential markets, including the UK, Ireland, the Netherlands, Germany, Poland, Australia, New Zealand and Oceania. The long-term ambition is to build a scalable model that integrates infrastructure, products and digital services into a unified platform that enables sustainable growth across multiple revenue streams.

STRATEGIC ACQUISITIONS

Acenta continuously evaluates acquisition opportunities that support the company's longterm vision of building a fully integrated padel ecosystem.

Strategic acquisitions will continue to be an important tool for expanding digital capabilities, deepening opportunities for recurring revenue, and strengthening customer engagement along the entire value chain.

MARKET OUTLOOK

The global padel market continues to grow rapidly, driven by strong participation trends and an increasing demand for professional facilities, equipment, and digital services. With an estimated 30 million active players worldwide, the market is expected to grow at an annual rate of 8-10% by 2032, driven by both structural investments and increased consumer demand.

Shareholder information

THE SHARE

Acenta Group is a Swedish public company headquartered in Stockholm. The company has been listed on Nasdaq First North Growth Market since January 27, 2025, through a reverse acquisition of Bonzun AB (publ), and the share is traded under the ticker PADEL.

The company has one class of shares. As of December 31, 2025, the number of shares in Acenta Group amounted to 5,167,250, with a quota value of SEK 0.625 per share. All shares carry equal voting rights and represent an equal proportion of the capital.

After the end of the period, a resolution has been made to issue a total of 2,718,755 new shares, of which 2,023,112 shares were directed to the sellers of Acenta AS and 695,643 shares to creditors, as resolved by the Extraordinary General Meeting on February 18, 2026.

Warrants and incentive programs

The company has no outstanding warrants or incentive programs.

Largest Owner - December 31, 2025

Shareholders

Share capital and voting rights (%)

Plan Investor AS*

22.81

Bank of Åland ABP (Finland) Swedish, branch

19.25

DNB Bank ASA

9.67

Carsten Johansen**

8.93

Nordea Bank ABP, branch in Norway

6.35

SB1 Market AS

4.62

Håkan Tollefsen (privately and through companies)***

3.58

Doclab AS

3.07

Stig Holten

2.55

Svante Andersson

1.29

Ten largest shareholders

82.12

Other shareholders

17.88

Total ownership

100

* Owned 50% by Håkan Tollefsen (CEO).

** Managing Director, Global operations.

*** CEO, Acenta Group AB.

Board of Directors, Management and Auditors

Håkan Johansson

Board member since September 2021

Born 1966. M.Sc. in Business and Economics, Stockholm School of Economics. Håkan Johansson has 25 years of experience as a management consultant with a focus on organizational development and leadership in areas such as IT, consumer goods and ecommerce. He has many years of experience as chairman of the board of private and non-profit organizations. Today, he works primarily with fast-growing companies in phases of change.

Shares: 9,590 shares through companies. The information refers to the balance sheet date.

Independent in relation to the company and company management: No Independent in relation to the company's major shareholders: Yes

Jacob Dalborg

Board member since October 2018

Born 1970. M.Sc. in Business and Economics, Stockholm School of Economics. Jacob has held several CEO roles within Bonnier Group for over 12 years and is co-founder of two investment companies and holds several board assignments.

Shares: 82,073 shares via companies. The information refers to the balance sheet date.

Independent in relation to the company and management: Yes Independent in relation to the company's major shareholders: Yes

Håkan Tollefsen

CEO and Board member since January 2025

Born 1972. With nearly 25 years of extensive experience in entrepreneurship, he has worked in senior positions in several companies in telecom and IT, financial services, media, retail and real estate. Håkan has solid experience of strategic leadership, business evaluation and company development and has held a number of board assignments in both public and private companies internationally.

Shares: 1,192,597 shares via companies owned by 50%, 1,770 shares via a wholly-owned company and 168,435 shares privately. The information refers to the balance sheet date. Independent in relation to the company and company management: No

Independent in relation to the company's major shareholders: No

Magnus Waller

Board member since March 2025

Born 1970. Magnus is a serial entrepreneur and co-founder of companies such as ZignSec AB and Payground AB. Board member of MedHelp Care Aktiebolag. Expert in payments and RegTech. Magnus holds a Bachelor's degree in International Relations from Wittenberg University, Ohio, USA.

Shares: 907,273 shares privately and through companies. The information refers to the balance sheet date.

Independent in relation to the company and management: Yes Independent in relation to the company's major shareholders: No

Sabina Hedström

CFO since December 2025

Born 1993. Sabina has extensive experience from senior roles in finance and accounting. Most recently, she worked as Head of Group Accounting at ZignSec AB, where she was responsible for financial reporting, consolidated accounting and financial management while the company was listed on Nasdaq First North Growth Market. Following the acquisition of G2 Risk Solutions in 2024 and the subsequent delisting, she continued to support integration efforts and drive financial reporting and processes in an international growth environment.

She has previously held senior roles in private equity-owned companies, which has strengthened her expertise in IFRS and K3 reporting, ERP-driven transformations, internal control and compliance. Sabina has a bachelor's degree in business administration from Stockholm University.

Shares: 7,614 shares privately. The information refers to the balance sheet date. Independent in relation to the company and company management: No Independent in relation to the company's major shareholders: Yes

Auditors

Öhrlings PricewaterhouseCoopers AB is the auditor of Acenta Group, with Andreas Skogh as auditor in charge. Andreas Skogh, born in 1986, is an authorized public accountant and a member of FAR, the trade association for accountants in Sweden.

Directors' Report

The Board of Directors and the CEO of Acenta Group AB, company registration number 556884-9920, hereby present the Annual Report and Consolidated Financial Statements for the financial year 2025.

General information about the activities

Information about the activities

Acenta Group is an international provider of padel infrastructure, products and related services with operations in several markets. The company's offering combines the sale and installation of padel courts with financing solutions, product distribution and digital services, creating an integrated platform within the global padel ecosystem. Acenta Group is listed on Nasdaq First North Growth Market. The company is based in the municipality of Stockholm. Acenta Group AB, org.nr. 556884-9920, with its registered office in Stockholm, is the ultimate parent company of the Group.

During the financial year, the parent company has changed the financial year to the calendar year. The current financial year therefore covers the period 1 October 2024 - 31 December 2025 and constitutes an extended financial year of 15 months. The comparative figures for the parent company refer to the period 1 October 2023 - 30 September 2024. The Group's comparative figures refer to the calendar year 1 January - 31 December 2024 as a result of the principles for reverse acquisition.

Reverse acquisition of Acenta AS

As of January 2025, consolidated financial statements have been prepared based on the rules on reverse acquisition with the principle that Acenta AS acquires Acenta Group AB even if the latter is formally the parent company. In January 2025, Acenta Group AB acquired all shares in Acenta AS. The purchase price for these shares amounted to SEK 80.4 million, of which SEK 20.0 million was a guaranteed earn-out. The purchase price is settled through a set-off issue. The guaranteed earn-out has been recognized directly against equity.

Through the acquisition, the former owners of Acenta AS became majority owners of Acenta Group AB. After a full set-off issue, they are holding approximately 91% of the shares, as well as voting rights, in Acenta Group AB. This means that Acenta AS is the acquiring company in accounting terms, even though the company is legally the acquiring subsidiary.

Consolidation that includes the Acenta AS Group is prepared as of January 1, 2025.

Since Acenta Group AB was not considered to constitute a business at the acquisition date, the transaction has been accounted for as an acquisition of net assets, resulting in no goodwill being recognized. The difference of SEK -16.6 million, which represents the

difference between the determined value of Acenta Group AB, SEK 8.2 million, and Acenta Group AB's net assets, SEK -8.4 million, has been recognised in the income statement of the Group.

Company structure

Acenta Group AB was listed on Nasdaq First North Growth Market in January 2025 through a reverse acquisition of Bonzun AB (publ). The reverse acquisition meant that Bonzun AB (publ) acquired 100% of the shares in Acenta AS, which subsequently carried out a name change to Acenta Group AB. Acenta Group AB has four wholly-owned subsidiaries: Acenta AS (org.nr. 912,356,868), Acenta Equity Partners AB (org.nr. 559439-6391), Acenta AB (org.nr. 559368-1934), and Peliga Holding AB (org.nr. 559268-1224).

Revenue and operating profit

In 2025, the Group reported Net turnover of SEK 20.2 million (10.4). Revenues were mainly driven by the sale and installation of padel courts.

EBITDA for the period amounted to SEK -26 million (-5.3). The negative result is mainly attributable to costs of SEK -16.6 million related to the reverse acquisition in the first quarter of 2025. Earnings were also impacted by increased consulting costs linked to the company's transition to a listed environment, including increased costs for regulatory compliance, legal and advisory services during the period.

Personnel costs amounted to SEK -4.1 million (-2.5), reflecting a planned strengthening of the organization in line with the Group's long-term growth strategy.

Net financial items

Net financial items for the period amounted to SEK -2.7 million (-1.1) and consist mainly of interest expenses on external loans.

Financial position and liquidity

As of December 31, 2025, the Group's cash and cash equivalents amounted to SEK 1.4 million (1.3).

The total assets amounted to SEK 18.5 million (5).

Commitments and contingent liabilities

With reference to the reverse acquisition in January 2025, a guaranteed earn-out of SEK

20.0 million has been agreed. The purchase price has been settled through a set-off issue during the first quarter of 2026. For further information about the reverse acquisition, please refer to Acenta Group AB's interim report for Q1.

Cash flow

Cash flow from operating activities amounted to SEK -14.6 million (-2.1), mainly driven by investments in inventories. Cash flow from investing activities amounted to SEK -5.6 million (-0.4) and includes the acquisition of the Padelappen and leasing agreements for installed courts.

Cash flow from financing activities amounted to SEK 20.4 million (3.5), driven by new external loans and proceeds from new issues.

Going Concern

The Group reported losses and negative equity during the financial year. The company is dependent on securing additional financing in order to be able to continue its operations, thus there is a significant uncertainty factor regarding continued operations. Management is actively working on several financing options, including loans and capital injections.

Based on ongoing discussions with potential investors and lenders, as well as planned cost reductions and expected revenue growth, the Board of Directors assesses that the company will have sufficient liquidity to continue operations for at least 12 months from the balance sheet date.

Financial summary - Group

Multi-year review of the Group

2025

2024*

Net turnover (KSEK)

20,159

10,419

Operating profit (EBIT) (KSEK)

-26,262

-5,354

Operating margin (EBIT margin), %

-130

-51

Balance sheet total (KSEK)

18,529

4,964

Equity ratio, %

-20

-63

Average number of employees (FTE) **

7

7

* The comparative figures for 2024 refer to the Acenta AS Group, which is the accounting acquirer in the reverse acquisition.

** The previously reported average number of employees (FTE)

of 8 in the year-end report 2025 has been adjusted to 7 due to

rounding adjustments.

Financial summary - Parent Company

Multi-year review of the parent company

2025

2024

Net turnover (KSEK)

2,050

159

Operating profit (EBIT) (KSEK)

-3,881

-8,434

Operating margin (EBIT margin), % *

-189

-5,320

Balance sheet total (KSEK)

100,791

540

Equity ratio, %

84

-1,437

Average number of employees (FTE)

1

1

* Margin affected by low turnover in the parent company.

Significant events in 2025

First quarter

  • Bonzun AB received conditional and subsequently final approval for continued trading on Nasdaq First North Growth Market in connection with the reverse acquisition of Acenta AS. The transaction marked a strategic shift from the previous

    business in digital health to a pure investment in the growing international padel market.

  • The company changed its name from Bonzun AB to Acenta Group AB, which

    clarified the Group's new strategic direction and brand platform.

  • Acenta Group carried out a directed set-off issue of approximately SEK 1.3 million and a equalization issue prior to a reverse share split, which was carried out to adapt the capital structure after the reverse acquisition.

  • A five-year exclusive supply agreement was entered into with InterPadel Holding AS,

    which strengthened the company's position as a full-service supplier of padel courts and related products.

  • The company established itself in new geographic markets through the sale of

    padel courts and continued to expand its international network of partners and distributors.

  • Padel Palace SRL was appointed as the exclusive sales agent for the Romanian,

    Moldovan and Bulgarian markets as part of the company's strategy to grow in Eastern Europe.

  • An agreement for the sale and installation of padel courts at a value of

    approximately SEK 2.8 million was signed, which further strengthened the order book for the coming quarters.

    Second quarter
  • Acenta Group entered into a loan agreement totalling SEK 5 million to support continued expansion, working capital needs and scaling up the business after the reverse acquisition.

  • Preliminary figures for the first quarter of the year were published and showed

    continued focus on integration, internationalization and building of the commercial organization.

  • A letter of intent with Padel Sports 100 Limited was later developed into an exclusive

    partnership agreement, which was deemed to create good conditions for growth in the UK market.

  • An exclusive sales agent agreement was entered into with the premium brand

    Cuera ApS, which broadened the Group's offering in the premium segment for padel and sportswear.

  • Padelappen's business was acquired for approximately SEK 1.8 million as part of the

    strategy to develop the Group's digital offering and strengthen customer engagement through technology and community-based services.

  • An exclusive distribution agreement was signed with Wear'N'Go to strengthen the

    product offering and create further growth opportunities in the European market.

    Third quarter
  • Mangold Fondkommission AB was appointed as the new Certified Adviser and liquidity provider in order to strengthen the relationship with the capital market and improve the liquidity of the share.

  • Exclusive partnership and distribution agreements were signed with RESPIRA™ and

    NXPadel, further broadening the Group's offering in premium products and innovative padel solutions.

  • Additional financing was secured through a loan of SEK 5.5 million to support

    continued expansion, delivery capacity and commercial development.

  • An existing customer in Northern Ireland increased its order by approximately SEK 2.5 million, which showed continued strong demand and recurring business from established customers.

  • The Peliga Pro Padel Ball was launched as part of the company's long-term strategy

    to develop its own products and strengthen margins through a broader product offering.

  • The acquisition of Padelappen was completed and the integration of the business

    began.

  • The company's first lease agreement in the UK was signed, which was considered to be an important step in the development of flexible financing solutions for customers and partners.

  • A three-year agreement with Padel 100 was signed with a minimum order value of approximately EUR 4 million.

  • Sabina Hedström was appointed new CFO with effect in December 2025 to support the company's continued growth journey and development as an international group.

    Fourth quarter
  • A strategic partnership was entered into with Hoenen Leasing GmbH for the DACH region, which strengthened the company's offering of financing solutions for customers in Central Europe.

  • An add-on agreement with Let's Go Hydro was signed at a value of approximately

    SEK 1.9 million, which strengthened the relationship with existing customers and partners.

  • A financing partnership was entered into with GSM Finance for the UK market as part

    of the strategy to increase the availability of financing solutions for padel facilities.

  • An exclusive three-year agreement was signed with Moss Padelsenter AS, which further strengthened its presence in the Nordic market.

  • The Board of Directors resolved on a directed share issue of approximately SEK 14.5 million and proposed an additional directed share issue of approximately SEK 4

    million to strengthen working capital and create conditions for continued expansion and execution of the company's growth strategy.

  • The first deliveries were carried out within the framework of the exclusive partnership

    with Padel 100, marking the start of the implementation of the long-term collaboration.

  • Nasdaq Stockholm's Disciplinary Committee imposed an administrative fine on

Acenta Group AB.

Staff

As of December 31, 2025, Acenta Group had 7 employees (full-time equivalents). The Group also engages a number of project-based consultants and installation partners in connection with the installation of courts and service assignments. The company continues to build its organizational capacity to support its growth ambitions in core markets.

Risks and uncertainties

An investment in Acenta Group is associated with risks. The Company operates in a growing and changing market and is exposed to a number of operational, financial and market-related risks that may affect its operations, financial condition and results. The risks described below are those that Acenta Group currently considers to be most relevant.

However, the list is not exhaustive, and there may be other risks and uncertainties that the

company is not currently aware of or does not consider to be material, but which may nevertheless have a significant negative impact.

Market competition and positioning

The global padel market has grown rapidly, attracting both established players and new competitors in infrastructure, equipment and related services. Acenta Group operates in a competitive environment where players with greater financial or operational resources can offer more competitive prices or alternative solutions. If Acenta fails to maintain or strengthen its market position, this could negatively impact the company's growth and profitability.

Implementation of the leasing and financing model

A central part of Acenta's strategy is the leasing and financing model, which allows customers to invest in padel infrastructure through structured payment solutions. The model entails risks linked to customers' ability to pay, contract structures and access to external financing partners. If the company fails to scale or manage these arrangements, or if customers fail to meet their payment commitments, this may adversely affect cash flow and financial performance.

Access to capital and liquidity

Acenta Group is in a growth phase and may need additional capital to finance expansion, investments and working capital. There is a risk that external funding cannot be obtained on acceptable terms, or at all. Insufficient liquidity may limit the company's ability to execute its business plan, invest in growth or meet financial commitments.

Dependent on partners and suppliers

The company is dependent on external partners, including manufacturers, distributors and financing actors, to deliver its offering. Disruptions in production, delivery delays or changed collaborations may affect Acenta's ability to meet customer commitments. Limited access to alternative suppliers or partners may further amplify this risk.

Disputes

To the best of the company's knowledge, there are no significant legal claims or claims for damages directed against the company.

Proposal for appropriation of profit

The following funds are at the disposal of the Annual General Meeting:

Proposal for allocation of the company's profit or loss

Shareholder contribution

97,900

Share premium reserve

257,284,334

Retained earnings

-171,017,210

Loss for the year

-4,989,582

81,375,442

The Board proposes the funds be distributed as follows:

Carried forward

81,375,442

81,375,442

For further information on the Group's and the Parent Company's results and financial position, please refer to the attached income statements, balance sheets and cash flow statements, as well as the associated notes and comments to the financial statements.

Consolidated income statement - Group

(SEK)

Note

2025-01-01-

2024-01-01-

2025-12-31

2024-12-31

Net turnover

20,159,378

10,418,898

Other operating income

60,575

-29,889

20,219,954

10,389,009

Cost of sales

-15,290,748

-8,755,186

Other external costs *

-9,298,581

-4,471,648

Personnel costs

2

-4,095,304

-2,450,532

Depreciation, amortization and impairment

-295,910

-19,077

Other operating expenses *

5

-17,501,085

-46,802

Operating profit (EBIT)

-26,261,673

-5,354,236

Profit from financial items

Interest income and similar items **

3

172,947

44,898

Interest expenses and similar items **

4

-2,824,727

-1,110,972

Net financial items

-2,651,779

-1,066,074

Profit after financial items (EBT)

-28,913,453

-6,420,310

Tax

0

-1,348,318

Profit for the year

-28,913,453

-7,768,627

Compared to the financial data presented in the year-end report, certain reclassifications and adjustments have been made in connection with the preparation of the annual report and the audit.

*Other external costs increased by approximately SEK 0.8 million as a result of additional provision for doubtful receivables identified during the audit after the publication of the year-end report. At the same time, penalty payments from Nasdaq were reclassified from Other external expenses to Other operating expenses. Other operating expenses thus increased from SEK 16.8 million to SEK 17.5 million.

** Interest income and interest expenses have been adjusted as a result of updated currency valuations of foreign currency monetary items following the publication of the year-end report.

(SEK)

Note

2025-12-31

2024-12-31

ASSETS

Non-current assets

Intangible assets

Technology

6

1,750,100

0

Goodwill

7

83,628

107,472

Patents, licenses, trademarks and similar rights

8

360,260

0

Total intangible assets

2,193,988

107,472

Tangible assets

Property, plant and equipment

9

153,463

204,580

Total tangible assets

153,463

204,580

Financial assets

Receivables from installment agreements

10

3,353,855

0

Total financial assets

3,353,855

0

Total non-current assets

5,701,307

312,052

Inventories

Inventories

8,456,129

2,568,622

Total inventories

Current assets

8,456,129

2,568,622

Accounts receivable *

965,884

497,498

Tax receivables

35,090

81

Other receivables *

1,278,845

246,824

Prepaid expenses and accrued income**

680,444

70,501

Total current assets

2,960,263

814,903

Cash and cash equivalents

1,411,235

1,268,824

Total current assets

12,827,626

4,652,350

TOTAL ASSETS

18,528,933

4,964,402

(SEK)

Note

2025-12-31

2024-12-31

EQUITY AND LIABILITIES

EQUITY

Share capital

3,229,531

40,829

Reserves (translation difference)

390,013

138,713

Other contributed capital

25,760,295

832,516

Retained earnings incl. profit for the year ***

-33,171,340

-4,153,862

TOTAL EQUITY

-3,791,501

-3,141,805

LIABILITIES

Current liabilities

Interest-bearing liabilities

5,705,180

0

Prepayments from customers

17,898

35,366

Accounts payable

3,529,840

1,827,223

Bank overdraft facility ****

1,865,014

1,201,306

Tax liabilities

125

125

Other current liabilities ***

9,269,282

4,315,642

Accrued expenses and deferred income**

1,933,095

726,545

Total current liabilities

22,320,434

8,106,207

TOTAL LIABILITIES

22,320,434

8,106,207

TOTAL EQUITY, PROVISIONS AND LIABILITIES

18,528,933

4,964,402

Compared to the financial data presented in the year-end report, certain reclassifications and adjustments have been made in connection with the preparation of the annual report and the audit.

* Accounts receivable have been adjusted by a total of approximately SEK 1.1 million compared to the previously reported balance as a result of additional provisions for doubtful receivables and reclassifications between trade receivables and other receivables. Other receivables by approximately SEK 0.2 million as a result of the reclassification. Corresponding reclassifications regarding doubtful receivables have also been made for opening balances.

** The company has also reclassified between the items prepaid expenses and accrued income and Accrued expenses and deferred income, which affected each balance sheet item by approximately SEK 0.4 million.



*** Retained earnings have been affected by the reclassification of previously unregistered share issues, which were previously recognized as external liability, of approximately SEK 2.9 million in addition to the previously mentioned cost adjustments, mainly attributable to currency valuations and additional provisions for doubtful receivables. Other liabilities decreased by approximately SEK

2.9 million due to the reclassification of previously unregistered share issues, which were previously recognized as external liability. Furthermore, a reclassification has been carried out regarding the reverse acquisition transaction, where an amount of SEK 6.7 million was previously presented as a change in retained earnings.

In addition, Bank overdraft facility have been reclassified as current liability..

Consolidated report on changes in equity -Group

(SEK)

Statement of changes in equity

Share

Other

Reserves

Retained

Total equity

2024

capital

contributed

earnings

capital

incl. profit

Opening balance

34,167

5,062,438

9,011

for the year

-6,287,044

-1,181,428

Profit for the year

-7,768,627

-7,768,627

New share issue

7,586

5,680,560

5,688,145

Reclassification

-9,830,018

9,830,018

0

Translation difference

-923

-80,464

129,702

71,791

120,106

Closing balance

40,829

832,516

138,713

-4,153,862

-3,141,805

(SEK)

Statement of changes in equity

Share

Other

Reserves

Retained

Total equity

2025

capital

contributed

earnings

capital

incl. profit

Opening balance

40,829

832,516

138,713

for the year

-4,153,862

-3,141,805

Profit for the year

-28,913,453

-28,913,453

New share issue before reverse acquisition

2,930,796 2,930,796

Reverse acquisition

19,629,198

-11,441,015

8,188,183

New share issue

852,985

17,762,187

18,615,172

Reduction of share capital (cancellation of shares)

-17,293,479 17,293,479 0

- of which issue costs -1,617,667 -1,617,667

251,300

-104,025

147,275

Change in translation difference for the year

Closing balance 3,229,531 25,760,295 390,013 -33,171,339 -3,791,501

Consolidated cash flow statement - Group

(SEK)

Note

Jan 1 - Dec 31

2025

Jan 1 - Dec 31

2024

Ongoing operations

Operating profit *

-26 261 673

-5 354 236

Adjustments for non-cash items:

Depreciation, amortization and impairment

295,910

19,077

Transaction costs related to reverse acquisition

5

16,552,189

0

Interest received 3 90,001 27,327

Interest and other liability related costs paid

4

-2,435,555

-412,860

Income tax paid -31,180 -1,348,318

Cash flow from operating activities before changes in working capital * -11 790 309 -7,069,009

Changes in working capital

Changes in inventories -5,893,945 1,719,754

Changes in receivables -2,010,785 3,383,037

Change in short-term liabilities** 5,084,761 -161,455

Cash flow from operating activities -14 610 278 -2,127,673 Investing activities

Cash and cash equivalents acquired in reverse acquisition 92 708 0

Investment in intangible assets 6, 8 -2,341,235 -194,967

Investment in tangible assets 9 -401 -215,328

Investment in financial assets 10 -3,353,855 0

Cash flow from investing activities -5 602 783 -410,295 Financial activities

Bank overdraft facility 772,110 -783,755

New loans 12,871,418 283,489

Repayment loans -5,544,820 -1,375,101

New share issue 12 256 764 5,326,023

Cash flow from financial activities 20,355,472 3,450,656 Cash flow for the period 142,410 912,688 Cash and cash equivalents at the beginning of the period 1 268 824 356,137 Cash and cash equivalents at the end of the period 1,411,235 1,268,824

* Cash flow from operating activities before changes in working capital has been affected by the aforementioned reclassifications and adjustments made in connection with the preparation of the annual report and audit, mainly attributable to additional provisions for doubtful receivables and updated currency valuations.

** In addition, a reclassification of SEK 1.8 million has taken place between new loans and changes in short-term liabilities regarding deferred compensation for acquisitions of intangible assets, which were previously incorrectly classified as external loans.

Additional proceeds attributable to previously identified unregistered rights issues in Acenta AS have been identified during the preparation of the annual report. The issue had previously been reported as external debt in the Group. The part relating to equity has therefore been reclassified from debt to equity, while the part of the issue paid in 2025 has been classified as a new share issue in the cash flow statement.

Income statement - the parent company

(SEK)

Note

2024-10-01-

2023-10-01-

2025-12-31

2024-09-30

Net turnover

2,049,995

158,530

Other operating income

0

227,024

2,049,995

385,554

Other external costs ***

-3,715,737

-8,610,623

Personnel costs

2

-1,234,326

-139,990

Depreciation and amortization

-230,875

-68,310

Other operating expenses ***

5

-750,000

-800

Operating profit (EBIT)

-3,880,943

-8,434,169

Profit from financial items

Profit from participations in Group companies

0

-34,303,186

Interest income and similar income items

3

254

537

Interest expenses and similar income items **

4

-2,137,727

-8,573,278

Net financial items

-2,137,473

-42,875,928

Profit after financial items (EBT)

-6,018,416

-51,310,096

Financial statement appropriations

Group contributions received *

1,028,833

0

Profit for the year

-4,989,582

-51,310,096

Compared to the financial data presented in the year-end report, certain reclassifications and adjustments have been made in connection with the preparation of the annual report and the audit.

* Group contributions received have been added after the publication of the year-end report, which has resulted in a change in the parent company's profit compared with previously reported information.

** Furthermore, costs related to the arrangement of loans have been reclassified to financial expenses.

*** Penalties from Nasdaq have been reclassified from other external costs to other operating expenses.

(SEK)

Note

2025-12-31

2024-09-30

ASSETS

Non-current assets

Intangible assets

Technology

6

1,750,100

0

Patents, licenses, trademarks and similar rights

8

360,260

0

Total intangible assets

2,110,360

0

Financial assets

Shares in subsidiaries *

12, 13

84,535,000

25,000

Total financial assets

84,535,000

25,000

Total fixed assets

86,645,360

25,000

Current assets

Receivables from subsidiaries *

13,265,288

0

Tax receivables

3,808

3,808

Other receivables

139,399

187,295

Prepaid expenses and accrued income

53,140

318,397

Total current assets

13,461,634

509,499

Cash and cash equivalents

683,951

5,852

Total current assets

14,145,585

515,352

TOTAL ASSETS

100,790,945

540,352

Compared to the financial data presented in the year-end report, certain reclassifications and adjustments have been made in connection with the preparation of the annual report and the audit.

* Receivables from Group companies and participations in Group companies have changed by a corresponding amount as a result of a debt conversion to shareholder contributions, which was recorded after the year-end report was published.

(SEK)

Note

2025-12-31

2024-09-30

EQUITY AND LIABILITIES

EQUITY

Share capital

3,229,531

2,349,614

Development expenditure fund

0

9,688

Shareholder contribution

97,900

97,900

Share premium reserve *

257,284,334

160,806,747

Retained earnings incl. profit for the year*

-176,006,792

-171,026,898

TOTAL EQUITY

84,604,973

-7,762,949

LIABILITIES

,

Current liabilities

Interest-bearing liabilities

5,705,180

235,000

Accounts payable

1,889,538

1,150,796

Liabilities to subsidiaries

25,000

25,000

Other liabilities

7,880,398

6,473,108

Accrued expenses and deferred income

685,856

419,396

Total current liabilities

16,185,972

8,303,300

TOTAL LIABILITIES

16,185,972

8,303,300

TOTAL EQUITY AND LIABILITIES

100,790,945

540,352

* During the financial year, the company has reclassified equity in relation to a previously reported transaction attributable to a reduction in share capital. Amounts previously recognised in retained earnings have been reclassified as share premium reserves. The comparison year has been restated accordingly to provide a fair and comparable presentation of equity. The reclassification has not affected the year's profit, cash flow or total equity.

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