Toms Gruppen A/S

Ledelsesberetning

Management letter 2025 was challenged by the eects of the high cocoa pricing, a chocolate market declining in volume and external impacts from taris that challenged our business in the US. However, we are proud to see that strong innovations, in-store activation and portfolio mix management paid o in the second half of 2025, where we regained market share in the Nordics.Our performance was behind our original ambition, challenged by unforeseen external factors and the predicted pressure on the margin due to very high and volatile raw material prices and unforseen external factors. In 2025, Toms Group achieved EBIT before special items of DKK 76 million (2024: DKK 98 million). Outlook 2026: Shifting consumer behavior Significant price increases on chocolate, are causing consumers to put fewer items in their basket – or shifting from chocolate toward more affordable, sugar-based alternatives or adjacent categories. The chocolate category is challenged in terms of volume. We are coming into 2026 with a strong portfolio of new launches and commercial plans. While we predict a continued pressure on volume, we will strive to balance volume on core portfolio with impactful innovations. We continue our focus on driving efficiency to ensure our mid- and long-term competitiveness. We also foresee a continued volatility in the raw material prices.Our category studies show that indulgence, new flavors, and textures remain key growth drivers. The consumers are seeking permissible indulgence at lower out of pocket prices. Achievements in 2025With strong support across the entire organisation, we ended 2025 in the Nordics on a high note with an all-time high Christmas season performance. The Danish market was challenged in the first half of 2025, and we lost market shares, but we managed to gain more share in the second half of 2025, backed by strong campaigns like “Guldchancen”, a high-impact on-pack activation driving sales in store and creating consumer engagement online.In the Nordics, we continued to drive distribution. Easter sales performed well, gaining +3.6 ppt. market share in the season. We also gained share in the important dessert and praline segment.On the international scene, we achieved broader listing and distribution in Eastern Europe, especially in Poland which is a significant new market for Toms Group. In the US, we were challenged by a weakened US dollar and increased US import tax leading to higher prices and declining consumer demand. In 2026, we will continue to build our US business with new product offers to match the changing environment. Building for the futureAmidst juggling volatile raw materials, adapting to new legislations and taxation, we are more than proud to report, that futureproofing Toms Group’s competi tiveness by consolidating the chocolate production in Nowa Sól is running according to plan. In 2024, we announced that Toms Group will extend the chocolate production in Nowa Sol and transfer all chocolate pro duction to this site. The transfor-mation is expected to be completed by 2028. To support the transfer of production lines, close collaboration and structured training are taking place between colleagues, both in Ballerup and in Poland. Experienced Toms Group employees share expertise to ensure continuity in quality, know-how and ways of working. This collaboration reflects strong profession-alism and commitment across the organisation and supports a smooth transition and a solid foundation for future operations. We are likewise proud to learn that Toms Group maintained our position as number 47 on Universum’s list of Denmark’s 100 most attractive workplaces. Sustainability achievementsIn 2025, we took major steps towards circular pack-aging. The spearhead project was the relaunch of our gift box. Across the gift box portfolio, we increased the use of recycled material and reduced the amount of cardboard by 33% – and for the 305 gram Gold Box by 45%. All plastic trays are now transparent for increased recyclability and made with 80 pct. R-PET. We also launched a plastic-free Anthon Berg liqueur box with improved recyclability.We remain fully committed to fighting deforestation. We were ready to meet the requirements of EUDR by the end of 2025, and while the delay in bringing the legislation into force may shift timing, we are using this time to further enhance our internal processes. We also continued our progress towards climate emis-sion reduction. This year, Toms Group received a B score on Climate in our CDP rating. Furthermore, we man-aged to certify 98% of our cocoa, mainly by Rainforest Alliance certification. This means the cocoa is grown in a way that is good for people, the environment, and farmers’ incomes. Toms Group Foundation also support-ed a reforestation project in Ghana, where 150,000 trees were planted, and 1,500 farmers learned regenerative farming methods.Annette Zeipel Viktor Ertbjerg Rasmussen CEOCFOHonouring a passion for chocolate through knowledge sharingAt Toms Group, preserving our chocolate-making heritage has always been a shared responsibility. As production in Ballerup enters its final chapter, the dedication of our experienced employees has been extraordinary. Many, with decades of expertise, have worked tirelessly to pass on their knowledge to Polish colleagues, ensuring they are well-prepared to con-tinue Toms Group’s proud traditions. This transfer of expertise is not just about technical skills. It em bodies the values, pride, and deep respect for quality that define who we are.While this transition is undeniably challenging, the professionalism and solidarity shown by our Ballerup teams leave a lasting legacy that will shape the future of Toms Group. This solidarity and commitment have been invaluable in securing a bright future for our Polish operations, while providing Newplacement support will enable our Ballerup employees to prepare for the next steps of their careers. We deeply appreciate their extraordinary contributions, which exemplify the very heart of Toms Group’s culture.Our business modelOngoing dialogue and active engage-ment with our five key stakeholder groups — customers, suppliers, em-ployees, consumers and financial institutions — are integral to our business model. These relationships provide valuable insights that inform and shape our strategic decisions in the short, medium and long term, ensuring that we remain responsive to market developments and stake-holder expectations.As a manufacturing company, our core value creation lies in transforming high-quality raw materials into brand-ed confectionery products through efficient and responsible production processes. We operate across the full value chain — from globally sourced raw materials to production, branding and worldwide distribution — enabling us to manage quality, costs and operational performance in a market characterised by high volumes and competitive margins.Within our own operations, we con-tinuously strive to improve efficiency and reduce our environmental foot-print. We work proactively to optimise resource utilisation, reduce waste and lower energy consumption. A particu-lar focus area is packaging, where we aim to reduce material usage, improve recyclability and develop more sustain-able solutions, while maintaining pro-duct quality and food safety. Through these efforts, we seek to create long-term value for our stakeholders and contribute to a more sustainable future.Our brandsANTHON BERG GOLD BOX RELAUNCH BLENDS TRADITION WITH SUSTAINABILITY How an iconic chocolate box is reimagined for modern times In 2025, Anthon Berg updated and relaunched the iconic Gold Box - Denmark’s preferred chocolate gift box. The relaunch focused on modernising the design and increase its level of sustainability while maintaining the tradition and quality that have defined the Gold Box since 1937. The relaunch also introduced an updated assortment of pralines based on consumer preferences - favourite pralines we kept, while new flavours have been added to reflect evolving taste preferences. The new version delivers a 45% reduction in packaging and a switch to more easily recyclable materials. The updates maintain the signature gold aesthetic while aligning with Toms Group’s commitment to reducing environmental impact. In connection, a new premium gift box portfolio, Significant Selection, was launched in the Nordics to cater to consumers seeking minimalist designs and curated chocolate selections, such as nougat and marzipan-focused assortments. SOUR INNOVATION DRIVES GROWTH FOR PINGVIN AND FERRARI Taking the sour trend to new heights Toms Group expanded its sugar portfolio with a Nordic launch of sour winegums: Pingvin Sour Racerbiler and Ferrari Sour Lemon. This launch was designed to cater to the increasing consumer demand for vibrant, sour-flavoured confectionery, particularly among younger audiences. The winegum combines a zesty lemon flavour with a tangy sugar coating and has already become a standout success, contributing to an impressive 6% growth in the Ferrari range. These launches demonstrate Toms Group’s ability to tap into popular trends, offering distinctive products that delight consumers while driving category growth. GULDCHANCEN A nationwide campaign turning chocolate into a chance to win real gold In August 2025, Toms Group launched Guldchancen - a campaign inviting consumers to win a real 45 gram 24-carat gold bar by entering unique codes from inside the Guld Barre packs. The initiative exceeded expectations with all campaign variants sold out, delivering a 10% redemption rate and boosting Guld Barre sales value by 15.9% and taking market shares. Through engaging on-pack promotions, massive in-store activations, and targeted digital content, Guldchancen had a higher engagement rate compared to industry benchmarks, creating 1.2 million impressions and strengthening the Guld Barre brand. *Nielsen IQ DVH EXCL Discount/HD W37-W40 25’ vs 23 NATPADDENLeveraging the strength of our iconic brand with speed and agilityIn 2025, Toms Kæmpe Skildpadde gained significant national attention following a feature in the Danish TV show Klovn. Toms Group responded swiftly with a humorous social media campaign, playfully guiding consumers on “how to avoid your Skildpadde becoming a Natpadde,” while reinforcing the traditional way of enjoying the product.The campaign achieved strong national reach, ampli fied by prominent Danish media personalities and high-profile figures, and generated substantial engage ment across digital platforms. In-store acti-vation further supported momentum.The commercial impact was considerable: sales nearly doubled in the weeks following the campaign, and key retailers, including MENY and SPAR, reported up to a fourfold increase compared to previous sales periods.Group performance reviewFinancial highlightsDevelopment in activities and financial positionThe Group’s revenue for 2025 amounted to DKK 1,802 million (2024: DKK 1,684 million), corresponding to an increase of 7.0% compared to 2024, where we expected a revenue growth in the range of 10 -15%. The revenue growth reflects pricing growth across our key markets; however, overall growth was below our 2025 expectations, mainly reflecting higher raw material prices, which required price adjustments and adversely affected consumer demand.Gross profit amounted to DKK 409 million (2024: DKK 444 million). Despite higher revenue, gross pro fit declined compared to last year, mainly reflecting increased raw material costs. Furthermore, the level of special items has increased by approx. DKK 10 million compared to last year due to the development of expansion of our production facility in Nowa Sól, Poland. As a manufacturing company, the Group’s gross profit is sensitive to production volumes and capacity utilisation. During 2025, lower demand led to reduced production volumes, resulting in under-absorption of production costs. This under-adsorption had a negative impact on gross profit compared to last year.Operating profit after special items and before financial items amounted to DKK 51 million (2024: DKK 173 million), whereas 2024 was positively impacted by the German real estate divestment. Net financial expenses for 2025 amounted to DKK 3 million (2024: net financial expense of DKK 6 million). Financial income and expenses were mainly affected by exchange rate movements and valuation of hedging instruments.The profit before tax amounted to DKK 48 million (2024: 167 million). The result for the year reflects the lower operating performance compared to 2024, which included significant non-recurring income. Financial position and equity developmentThe Group’s total assets at year-end 2025 increased by DKK 57 million in 2025 to DKK 1,606 million. At 31 December 2025, equity amounted to DKK 1,098 million (2024: DKK 1,037 million), which developed in line with the Group’s result for the year. The equity ratio remains at a satisfactory level and continues to provide a stable financial foundation for the Group’s operations and future growth initiatives.The Group’s liquidity position remains robust, support- ed by available cash resources and access to credit facilities. The Group continuously monitors working capital and liquidity to ensure that the business can meet its short-term obligations and maintain financial flexibility. Cash generationCash flow from operating activities amounted to DKK 63 million (2024: DKK 95 million). The decrease is primarily driven by lower operating profit and a negative development in net working capital mainly driven by capital bindings in inventory, entailed by higher cocoa prices.Cash flow from investing activities amounted to an outflow of DKK 131 million (2024: inflow of DKK 53 million), mainly related to significant investments in proper-ty, plant and equipment related to the development and expansion of our production facility in Nowa Sól, Poland. In 2024, investing cash flow was positively impacted by proceeds from disposals of assets.Cash flow from financing activities amounted to an outflow of DKK 11 million (2024: DKK 20 million), primarily relating to repayment of borrowings.As a result, total cash outflow for the year amounted to DKK 79 million (2024 inflow: DKK 128 million). Cash and cash equivalents at 31 December 2025 amounted to DKK 112 million (2024: DKK 184 million). Despite the elevated investment level during the year, the Group maintains a solid liquidity position at year-end 2025.2026 OUTLOOKToms Group will in 2026 be operating in an environment ex-posed to the lowering cocoa prices; while this is a positive development for the industry and Toms, it also triggers a value impact of current inventory procured in prior periods. The total value of the chocolate category in the Nordics, as main market, remains under pressure in 2026 and Toms will likewise experience pressure on revenue growth for 2026 and the operating profit as price and volume fluctuations materialize. Operating profit before special items is expect-ed in the following range: DKK 40 million – DKK 55 million.Revenue(DKKm)1,8001,8021,6841,6001,6611,613 1,4001,4511,2001,0002021 2022 2023 2024 2025Gross margin(DKKm)80050%60029.228.927.526.322.740047125%45744441940920000%2021 2022 2023 2024 2025Gross margin %Gross marginFree cash flow(DKKm)300200163149100460-39-68-1002021 2022 2023 2024 2025Net working capital(DKKm)4004143383003032512001007202021 2022 2023 2024 2025Risk Framework The Group is exposed to a range of risks that may affect the achievement of our strategic and financial objectives. The Group’s principal operating risks relateto changes in consumer trends and the competitive dynamics of the retail market. In addition, the Group is exposed to risks arising from fluctuations in market prices of cocoa and other key raw materials, as well asuncertainties related to macroeconomic conditions. Following the recent announcement regarding the closure of the production operations in Ballerup, Denmark, the Group is also exposed to the risk of retaining key employees during the transition period. To date, employee turnover has been limited, and the Group continues to benefit from a highly committed workforce with strong competencies and high morale.Financial risk managementThe Group is exposed to a range of financial risks arising from operating and financing activities. These risks are inherent in the Group’s business model. Through established policies and procedures, financial risks are continuously identified, monitored and managed with the objective of limiting their potential impact on the Group’s results and financial position. The risks described below are mitigated to a reasonable level and are not expected to have a material adverse effect on the financial statements.Liquidity risks Liquidity risk refers to the risk that the Group may encounter difficulty in meeting contractual obligations associated with the financial liabilities due to insuffi cient liquidity. The Group manages liquidity risk by maintaining sufficient cash reserves and access to an uncom mitted overdraft facility to cover temporary cash shortfalls. In addition, the Group is in the process of expanding the production facility in Poland. As a result, the Group ex-pects an increased capital requirement, which will be funded through drawings on the existing loan facilities. Management continuously monitors the liquidity position to ensure that sufficient funding is available to meet both operational and investment-related cash requirements.Interest rate risksInterest rate risks arise in relation to interest-bearingassets and liabilities. The Group is in a net debtposition which is expected to continue in 2026. TheGroup is primarily financed through mortgage loans with fixed interest rate. During 2026, the Group will draw on its credit facility with variable interest rate.Currency risks The Group is exposed to currency risks primarily due to imbalance between income and expenses denom-inated in different currencies (transaction risk) and from the translation of financial statements of foreign subsidiaries into DKK (translation risk). The Group is exposed to both transaction and translation effects from foreign exchange rates. Transaction risk arises from purchase of raw materials and investments denominated in foreign currencies, as well as revenues earned in foreign currencies by individual subsidiaries within the Group. In accordance with the Group’s currency policy, net cash flows in the major currencies (SEK, PLN, USD) must be hedged. Hedging is primarily conducted using forward exchange contracts.Translation risk arises from the conversion of foreign sub-sidiaries’ results and financial positions into the Group’s presentation currency. In 2025, the Group’s statement of profit and loss and financial position were affected mainly by exchange rate fluctuations in PLN and SEK.Credit risksCredit risk relates to the risk of loss arising from the failure of customers or counterparties to meet their contractual obligations. The Group’s policy for manag-ing credit risk requires that all new major customers and other significant business partners are subject to credit insurance. A substantial proportion of trans-actions with customers outside the local markets are credit insured. Furthermore, significant non-insured customers are reviewed on a periodic basis.sets out the principles and framework guiding this commitment.In 2025, the Supervisory Board comprised six members elected by the Annual General Meeting, one of whom was a woman (16.7%). This composition remained unchanged from 2024. Our target is to reach a 40/60 gender distribution by 2028, corresponding to at least two members of the underrepresented gender elected by the Annual General Meeting (33.3%).In 2025, the top management team at Toms Group consisted of eight members with a gender distribution of five women (62%) and three men (38%). At the middle management level, the gender distri-bution is 38% women and 62% men. In contrast, the gender distribution among Team Leads is relatively balanced, with women accounting for 56% and men 44%. Our ambition is to achieve an equal gender distribution across all management levels.Strong tradition of knowledge sharing with tomorrow’s consumersSince the 1950s, Toms Group has collaborated with Danish schools to share knowledge on chocolate and chocolate production – first through factory visits, and today through the education concepts: “Experience Boxes” and “Virtual Cases”.In 2025, 250 experience boxes for grades 5 - 10 were ordered by teachers throughout Denmark. The experience boxes bring cocoa and chocolate to the classrooms and supported by virtual education portfolios the students are learning about raw material origin, production processes, declarations, energy balance, tasting and sustainability.Chocolate is more than just a sweet treat. Our priori tised education concepts help the consumers of tomorrow make conscious and sustainable chocolate choices.Board of DirectorsHenrik BrandtChairman & Non-Executive DirectorEducation: Cand.Merc., MBA Stanford UniversityFormer Positions:• President & CEO, Royal Unibrew A/S• President & CEO, Unomedical A/S• President & CEO Sophus Berendtsen• President House of Prince/ Exec. Skandinavisk Tobakskompagni A/SBoard Memberships:• Gerda og Victor B. Strands Fond (BM)• Nemlig.com og Intervare A/S (BM)• Scandinavian Tobacco Group A/S (BM)• Ferd Holding as, Norge (BM)• Gerda og Victor B. Strand Holding A/S (CM) Broad experience in leadership positions in Danish and inte rnational companies. Extensive industrial experience and in-depth expertise within FMCG and strategic business development.Carsten BennikeVice ChairmanEducation: EMBA from London Business School; MSc in International Business (Cand.Merc.Int.), CBS; International Directors Programme, INSEADFormer Positions:• EVP, Chr. Hansen Holding A/S• EVP & COO, Hempel A/S• Director, Cadbury EMEABoard Memberships:• Bygma Gruppen A/S (BM)• Bygma A/S (BM)• Plus Pack A/S (BM)• Gerda og Victor B. Strand Holding A/S (VC)Broad experience in leadership positions in Danish and international companies. Extensive industrial experience and in-depth expertise within FMCG and strategic business development.Peter Giørtz-CarlsenVice ChairmanGroup CEO, DLGEducation: Master’s Degree in Business Economics from Aarhus UniversityFormer Positions:• Vice-CEO, Arla Foods Amba• Executive Vice President, Arla Foods UK & Denmark• Vice President Corporate Strategy, Arla Foods• Vice-CEO, Bestseller Fashion Group ChinaBoard Memberships:• Gerda og Victor B. Strand Holding A/S (VC)Extensive experience from various leadership positions in international companies. Long-standing industrial experience and comprehensive expertise within the FMCG sector and Agricultural sectorMartin SchlatterBoard MemberIndependent Senior Strategic Advisor and Non-Executive Board MemberEducation: Master of Business Administration, Hochschule St. GallenFormer Positions:• Group Regional Director Central Region & Chief Commercial Officer, Unilabs• Chief Operating Officer & Member of the Executive Board, Haribo Holding GmbH & Co KG• Senior Vice President & Global Chief Marketing Officer, Wm. Wrigley Jr. CompanyBoard Memberships:• Gerda og Victor B. Strand Holding A/S (BM)• RIMED-Unilabs Switzerland SA (BM)Extensive experience from various leadership positions in international companies. Long-standing industrial experience and comprehensive expertise within FMCG and strategic business development.Jesper Terndrup MadsenBoard Member COO & Member of the Executive Board, Scandinavian Tobacco GroupEducation: MSc in International BusinessFormer Positions:• Executive Vice President, Operations & Services, Nilfisk• Chief Operating Officer, Nilfisk• Senior Vice President, Global Supply Chain, Nilfisk• Vice President, Supply Chain and Member of the Executive Board, Royal Copenhagen• Director, Global Supply Chain, GN NetcomBoard Memberships:• Gerda og Victor B. Strand Holding A/S (BM)• Mac Baren Tobacco Company (BM)Broad experience from various leadership positions in international brand-name companies. Long-standing industrial experience and comprehensive expertise within supply chain management, business transformation, and strategic business development.Anuradha ChughBoard MemberEducation: Master of Business AdministrationFormer Positions:• CEO, Pukka Herbs• Managing Director, Ben & Jerry’s Europe Board Memberships:• B Lab UK (Trustee) (C-CH)• F&C Investment Trust PLC (BM)• Routes Collective (BM)• Gerda og Victor B. Strand Holding A/S (BM)Extensive international experience in business develop-ment, brand strategy, marketing, and sustainability.Klaus Toxborg PetersenEmployee-elected Representative Process OperatorEmployment:• Employed at Toms Gruppen A/S since 2018 Board Membership:• Gerda og Victor B. Strand Holding A/S (ER)René Møller HansenEmployee-elected RepresentativeProcess OperatorEmployment:• Employed at Toms Gruppen A/S since 1988Board Membership:• Gerda og Victor B. Strand Holding A/S (ER)

Beskrivelse af virksomhedens væsentligste aktiviteter

Principal activities of the GroupToms Gruppen A/S manufactures, markets and sells confectionery products.Denmark is the Group’s largest market, including sales to the Danish and German border shops. Sales in Denmark primarily comprise branded products, and Toms Gruppen A/S holds a leading market position across the confectionery category.In Sweden, sales include “pick-and-mix” confectio- nery as well as branded products such as Anthon Berg and Toms.Export and other businesses consist of international business with primarily exports to key markets in North America, Europe, Asia, and Australia. In other markets, sales are conducted through distributors. This business unit is also responsible for sales to the travel retail market. In Germany, sales mainly consist of premium chocolate marketed under the Hachez, Feodora, and Anthon Berg brands.Production is mainly carried out at the Group’s own facilities, comprising three factories in Denmark (Ballerup and Helseholmen) and Poland (Nowa Sól), as well as a packaging facility in Leszno, Poland.