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1
Apetit Plc
Business ID 0197395-5
Apetit group
Board of Directors' Report and Financial Statements
1.1.2025-31.12.2025
2
BOARD OF DIRECTOR’S REPORT
Apetit is a food industry company
that focuses on plant-based food
products and is firmly
rooted in
domestic primary production
in
both
of its operating countries. Its product groups include
frozen
vegetables,
frozen ready meals and vegetable oils
and rapeseed
expeller.
The company’s main market areas are in Finland and
Sweden. Apetit is also active in international
food and oilseed product
markets.
The Group’s businesses and reporting segments are Food Solutions
and Oilseed Products. In addition to the two reporting segments,
Apetit reports Group Functions, consisting of the expenses
related to
Group management and strategic projects, that are not allocated
to
the business segments.
The Food Solutions segment consists of Apetit Ruoka
Oy and its
subsidiary Foodhills AB. Apetit Kasviöljy Oy is responsible for Oilseed
Products. The result of the associated company Sucros Ltd is reported
below the operating profit.
Apetit’s shares have been quoted on Nasdaq
Helsinki since 1989, and
the company is domiciled in Säkylä.
Profit
And Financial Position
NET SALES AND PROFIT
Net sales in January–December were EUR 167.6
(162.6) million.
Operating result was EUR 13.7 (9.3)
million. The operating result
includes capitalisation of fixed
costs arising
from
harvest-time
production in the amount of EUR
0.7 (0.6)
million. The impact of the
bargain purchase of Foodhills on the profit
of Food Solutions
was EUR
8.3 million. The operating result excluding the impact of the
acquisition of Foodhills was EUR 5.9 million
The share of the profit
of
the
associated company
Sucros
was EUR
-
2.8 (1.6)
million in January–December. The decline in profit
of Sucros
was due to a sharp decline in the
general market price of sugar.
Financial income and expenses totalled EUR
-0.9 (-0.6)
million.
The profit
before
taxes
was EUR 10.0
(10.3)
million,
and
taxes
on
the
profit
for the
period came
to
EUR
-1.0 (-1.8)
million. Profit
for the
period came to 9.0 (8.5)
million, and earnings per share amounted
to
EUR 1.44 (1.37)
CASH FLOWS, FINANCING AND BALANCE SHEET
Apetit Group’s balance sheet position remained strong in
terms of the
equity ratio as well as liquidity.
The consolidated cash flow
from
operating activities amounted
to
EUR 13.3 (3.2)
million in January–December. The impact of the
change in working capital was EUR
-0.2 (-11.0)
million. The effect of
seasonality on the change in working
capital is presented under the
heading Seasonality of operations.
The net cash flow
from investing
activities
was EUR
-11.3 (-6.9)
million.
The cash flow
from
financing
activities came to
EUR -2.4
(-6.1)
million,
including EUR 0.0 (0.0)
million in net loan repayments
and EUR -4.7 (-
4.7)
million in dividend payments.
At the end of the period, the Group’s interest-bearing liabilities
amounted to EUR 19.3 (7.4) million
and liquid assets to EUR 3.7
(4.1)
million. Net interest-bearing liabilities totalled EUR
15.7 (3.3)
million.
The consolidated balance sheet total stood
at EUR 149.2 (134.9)
million. At the end of the review period, equity totalled
EUR 111.6
(107.6)
million. The equity ratio was 74.8 (79.8)
per cent, and gearing
was 14.0 (3.1)
per cent. The Group’s liquidity is managed by
committed credit facilities, fixed
loans
and a commercial
paper
programme. At the end of the period, the available
credit facilities
amounted to EUR 23.9 (29.0) million. The total
of commercial papers
issued stood at EUR 0.0 (0.0) million.
Overview Of Operating Segments
FOOD SOLUTIONS
Net sales in the Food Solutions segment
amounted to EUR 77.7 (75.8)
million in January–December. Operating profit
was EUR 14.3
(8.1)
million.
The operating result of Food Solutions excluding the impact
of the
acquisition of Foodhills was EUR 6.5 million. The bargain
purchase of
Foodhills had an impact of EUR 8.3
million on the result of Food
Solutions. The operating result of Food Solutions includes EUR
-0.5
million of expert expenses related to
the acquisition of Foodhills. Both
net sales and sales volumes increased
slightly from the comparison
period. The decline in the result of Food Solutions was particularly
attributable to a delay in the autumn
season of harvest season
production and the weather-related challenges during
the frozen pea
harvest season, which meant that part of the
cultivated area could not
be harvested. The prolonged collective agreement negotiations
that
burdened the first
half of
the
year and the related
overtime and shift
change bans and strike days also had
a negative impact on business
operations.
Investment for the period totalled EUR
3.6 (2.6)
million and was
mainly associated with production efficiency
in
Säkylä
factory
and
for
the new canteen building at the Säkylä
factory.
OILSEED PRODUCTS
Net sales in the Oilseed Products segment were EUR
90.4 (87.4)
million in January–December. Operating profit
was EUR 2.2
(4.2)
million.
The operating result of Oilseed Products was weakened by a decline
in the sales of refined
oils and
the
unfavourable sales
mix
between
different product categories as well as the price
of the raw material
used. 'The performance of Oilseed Products was also
weakened by
the overtime and shift change bans related
to the collective
agreement negotiations in the first
half of
the
year and challenges
in
security of supply, which were partly reflected
in lost
seasonal sales.
Investment for the period totalled EUR
2.0 (4.4)
million and was
mainly associated to improve the raw material
manufacturing process
for the BlackGrain from Yellow Fields® rapeseed powder.
3
Value Creation at Apetit
Apetit’s ability to create value is based on
strong integration with
primary production, the unique value chain, strong and attractive
brands and products, continuous improvement of
operational
efficiency,
and on sustainable value chain.
Apetit’s value creation model is described in
more detail in its annual
report.
Strategy
STRATEGY PERIOD 2023-2025
Apetit Plc published its strategy for 2023
-2025 in November 2022.
Achieving growth from diverse plant-based food
solutions and
added-value products is at the heart of Apetit’s strategy. As the
cornerstone of Apetit’s business, company continues
to invest in
cooperation with growers and in Finnish prima
ry production.
Apetit’s current strengths and competitive advantages
have been
identified
in the
strategy.
Apetit’s operations are based in domestic raw materials
and in plant-
based and sustainable food solutions. Growing
the cultivation area of
domestic peas and oilseed plants
and investing in added-value
products and added value growth play
a significant
role in
Apetit’s
strategy. Apetit also aims to increase the use of domestic plant
-based
proteins. The phenomena governing the operating environment
support the company’s strategy.
Strategic focus areas and key measures in
2025
Stronger together
As the cornerstone of our business, we
invest in cooperation with
growers and in Finnish primary production. We strengthen business
synergies and shared processes. We foster a culture of continuous
improvement. We look after our competitive advantages:
our
motivated and skilled employees, strong brand and differentiating
factors.
Key measures in 2025:
Research at the Räpi experimental farm:
variety tests and
development of cultivation and
plant protection methods
Completion of the Group's ERP project within
the planned
schedule and budget
Diverse plant-based food
products
We develop added-value food products and
increase the refining
rate
in vegetable oil products. We increase food exports and strengthen
our position in Sweden. We increase the volume and cultivation
area
of strategically significant
plants.
We make
strategic
investments
to
speed up organic growth. We are open for business acquisitions
to
allow inorganic growth.
Key measures in 2025:
Acquisition of Foodhills: strong platform to Sweden
and
significant
increase
on
volume
of
frozen
peas
Project activity and cultivation tests by RypsiRapsi-foorumi to
increase domestic oilseed production
More domestic plant proteins
We continue the commercialisation of the
BlackGrain rapeseed
ingredient towards an industrial scale. We promote the cultivation
of
domestic pulses. We explore opportunities to produce Finnish pea
protein. We use domestic plant proteins in our own production in
diverse ways.
Key measures in 2025:
Investment in Kantvik vegetable oil milling
plant that will
improve the raw material manufacturing process for
the
BlackGrain from Yellow Fields® rapeseed powder and
multiply its production capacity
Increasing the cultivation area of Finnish frozen
peas
Sustainable value chain
We promote sustainable primary production and food
choices. We
reduce the impact of our operations
on the climate and the
environment. We make sure that our sourcing processes are
transparent and sustainable. We ensure that social responsibility is
realised
throughout the value chain.
Key measures in 2025:
Meeting emission reduction targets: reducing
energy-
related CO2 emissions by 80 per cent from
2019
Changing all the packaging materials
of Apetit products
sold through retail channels to recyclable
Financial objectives
EBIT will be > EUR 9 million (in 2025:
EUR 5.9 million, excluding
the non-recurring impact of
the Foodhills acquisition)
Return on capital employed (ROCE
%) > 8% (2025: 11.7)
RENEWED STRATEGY FOR 2026-2028
Apetit Plc published its strategy for 2026
-2028 in December 2025.
The main theme of Apetit Plc’s strategy for 2026–2028
is
A
Season of
Growth
. Growth will be pursued particularly from frozen peas, the
Swedish market, and BlackGrain from Yellow Fields® rapeseed
powder. Apetit’s financial
objectives
for
2028 are an operating profit
of over EUR 10 million and
a ROCE of over 7 per
cent. The four focus
areas of strategy are
One Apetit, Sustainable growth, Profitability
through plant-based solutions
and
Responsible value chain.
Investment
The Group’s investment in non-current assets came to EUR
7.5 (9.6)
million and was divided as follows:
investment in Food Solutions
totalled EUR 3.6 (2.6)
million, in Oilseed Products EUR 2.0 (4.4)
million, in Grain Trade EUR 0.0 (0.0) million and in Group Functions
EUR 1.9 (2.6)
million.
4
Research and development
Research and development costs of
continuous operations were EUR
2.1 (2.1)
million, or 1.3% (1.3%)
of net sales. In addition, EUR #REF!
(#REF!)
million in product development costs
was capitalised on the
balance sheet during the financial
year
in relation to the
development
of the rapeseed ingredient.
In the Food Solutions business, research and development operations
were mainly related to developing new products
and strengthening
cooperation networks that support operations, for example
working
on the development of food
chain information models.
Apetit improves its products and creating brand new
products to
provide easy, delicious plant-based products for different meal
situations for people who value food that
tastes good, is healthy and
is produced responsibly. New products are developed to match
market-specific
preferences and nutritional
recommendations,
and
for
convenient everyday meals.
The national nutritional recommendations recommend
eating a wide
variety of vegetables, increasing the consumption
of vegetables, root
vegetables and legumes, and using vegetable
oils daily. In its
products, Apetit pays special attention to attractive appearance
and
good taste, in addition to nutritional values
.
In the Oilseed Products business, the company focused on
increasing
in-depth research and development. The project to enhance
the
added value of rapeseed as
a raw material continued, with Business
Finland participated in its funding. The purpose has been
to develop
an entirely new ingredient with high nutritional
content for the
international food market. In December 2020, the European
Commission granted a novel food
authorisation for Apetit’s rapeseed
powder, the BlackGrain from Yellow Fields.
In 2025, Apetit launched a strategic investment in
Kantvik’s vegetable
oil milling plant to improve the raw material production
process for
BlackGrain from Yellow Fields® rapeseed powder and to multiply its
production capacity. The investment, which will be made during the
second half of 2025, will support
the commercialization of BlackGrain.
In 2023, Apetit launched a project to produce Finnish pea protein.
Opportunities for domestic production
are examined for the entire
value chain. In 2025, work carried out in the project
has focused on
trial runs and technology comparison
to consolidate the competitive
advantage. More domestic plant proteins is one of
the Apetit’s
strategic focus areas.
Apetit carries out cultivation research and development
operations on
its experimental farm in Köyliö, Säkylä.
The objective of research
operations is to secure
the open field
cultivation
of vegetables by
taking proactive measures to adjust cultivation
methods in response
to a changing environment and by providing
farmers with the latest
information and expertise. Through these operations, Apetit is looking
for alternatives to chemical pesticides
and seeking ways to improve
soil fertility and water management, for example.
In 2025, Räpi experimental farm conducted research on
various plant
varieties. The aim of the experiments was to find
varieties that are
resistant to the changing growing conditions
in Finland. In addition,
Räpi had two ongoing projects related to various
new plant
protection methods.
In addition to in-house research and
development activities, Apetit participates in selected
research
projects and development programmes coordinated by
various
partners.
Several variety trials were executed in
the RypsiRapsi forum in 2025.
Trials were conducted in autumn oilseed plants with regard to
sowing
technology, among other things, and in spring oilseed
plants, fertiliser
and sowing method trials were conducted, both
on a square and farm
scale.
Seasonality of operations
In accordance with the IAS 2 standard, the historical
cost of
inventories includes a systematically
allocated portion of the fixed
production overheads. With production focusing on
harvest time, raw
materials are mainly processed into finished
products during
the
second half of the year
when more fixed
production overheads are
recognized on the balance sheet than
the other quarters of the year.
Due to this accounting practice, most of
the Group’s annual profit
is
accrued during the second half
of the year. The timing of end of the
harvest season can affect the comparability
between financial
years.
The seasonal nature of profit
accumulation
is
most marked
in the
Food Solutions segment and in the associated
company Sucros,
where production reflects
the
crop harvesting season.
Harvesting seasons also cause seasonal
variation in the amount of
working capital tied up in operations. Working capital
tied up in
Oilseed Products is at its highest towards the end of
the year and
decreases to its lowest in the summer
before the next harvest season.
As production in the Food Solutions segment is
seasonal and follows
the harvest period, the working capital tied
up in operations is at its
highest around the turn of the year in
that segment.
Risks, uncertainties and risk management
The Board of Directors of Apetit Plc has
confirmed
the
Group’s
risk
management policy and principles.
The primary goals of Apetit Group are to improve
the company’s
profitability
and competitiveness and
ensure
the
financial
position
of
the company’s business. The purpose of the company’s risk
management is to support the achievement
of these goals. Risk
management is part of corporate governance.
It is a systematic tool
for the Board of Directors and operative
management, enabling them
to monitor and assess the achievement
of the goals and the threats
and opportunities that affect the company’s operations.
Aim of Apetit Group’s risk management is to
assess risks in the
operating environment in a predictive manner. Apetit Group classifies
risks into strategic, operative and financial
risks
and
risk
events.
The aim of risk management is
to recognise and assess risks
systematically and manage them
cost-efficiently
by
ensuring that all known risks to personnel, customers,
products, reputation, assets, human capital and operations
are addressed, always according to law, based on best
available knowledge and with justifications,
taking into
account the current financial
situation,
5
meeting the expectations of stakeholders
(owners,
customers, personnel, suppliers and society),
ensuring uninterrupted, continuous operations, and
promoting the efficient
utilisation of opportunities and
profit
potential.
The Board of Directors or the Audit Committee
of Apetit Group
monitors the Group’s risk management process and ensures
that it
works efficiently
and
is
comprehensive, approves
the level
of
the risk
management policy, risk bearing and risk tolerance, and re-assesses
these at least annually.
Business units and Group Functions recognise and
assess risks in their
respective areas of responsibility. The leaders of business units
and
Group Functions plan and implement risk management
and
monitoring measures and report on risks in their
areas of
responsibility, following the agreed instructions and timetables.
The main operational risks concern the availability
of raw materials,
the time lags between purchasing and use,
and fluctuations
in raw
material prices. Price risk management is particularly important
in
Oilseed Products. The prices of oilseeds are determined in
the world
market. In Oilseed Products, limits are defined
for
open price
risks.
The Group operates in international markets and is thus
exposed to
currency risks arising from changes in exchange rates. Under
normal
circumstances, currency risks are low. Financial risk management is
discussed in more detail in Note 24 to
the Financial Statements.
Fire, serious process disruptions or other reasons leading
to
disruption of production, or defects in
raw materials or final
products
affecting food safety can lead to major
property damage, losses from
production interruptions, liabilities and other
indirect adverse effects
on the company’s operations. The Group companies guard against
these risks by evaluating their processes
through internal control and
other systems and by taking corrective
action where necessary.
Insurance policies are used to cover risks
always, when insurance can
be justified
on
financial
or other grounds.
The assessment of Apetit’s most significant
risks
also covers non
-
financial
risks.
A
typical
effect of
the realisation
of a non-financial
risk
would be a negative reputation effect. Apetit Group’s Code of
Conduct guides all operations in Group. Apetit requires that all of
its
employees and suppliers comply
with the Code of Conduct. Climate
related risks are discussed in more detail in the non-financial
information section.
ENVIRONMENTAL RISKS
Apetit’s operational activities do not involve direct
significant
environmental risks. The principal environmental risks at Apetit’s
production facilities concern potential wastewater
and vegetable oil
leaks into the environment and refrigerant leaks. Environmental
risks
are managed by means of internal
and external inspections and by
complying with environmental requirements
and monitoring the
company’s environmental performance. Some of
the company’s
operations have ISO 14001 environmental
management systems.
CLIMATE-RELATED RISKS AND OPPORTUNITIES
Apetit has carried out a study on the
risks and opportunities related
to
climate change in accordance with the recommendations
of the TCFD
(Task Force on
Climate-related Financial Disclosures).
The most significant
climate-related
risks in
both of Apetit’s
businesses are harvest risks related to the procurement
of raw
material. Extreme weather phenomena caused by
climate change can
have a significant
impact
on annual harvest
levels.
Apetit
manages
this
risk particularly by developing cultivation
methods and conducting
tests on different plant varieties. The financial
impacts
of changes
in
the harvest levels may be significant
in the
short term.
In the long
term, climate change may also lead to growing disease
pressures due
to changes in the cultivation conditions, for example.
Apetit’s most significant
climate-related
opportunities are
related to
changes in consumer behaviour, with eating habits
shifting towards
more plant-based diets and climate-friendly
consumption. Apetit’s
sustainable food solutions and plant
-based food products support
planetary health diets very well. Apetit is also
developing the use of
diverse plant proteins in its products.
SOCIAL AND EMPLOYEE-RELATED RISKS
Safety at work is vitally important for Apetit
and one of the central
themes of the personnel
strategy. Any occupational accidents are
among its most significant
social and
employee-related risks.
The
company actively provides information
about aspects related to
occupational safety, and each supervisor must complete
a training
programme related to safety at work.
Ensuring a competent and motivated
workforce has also been
identified
among social and employee
-related risks.
Apetit’s
personnel strategy focuses on responsible
leadership based on the
company’s values and corporate culture, ensuring the availability
of
labour by focusing on retention and
attraction factors, improving
employees’ occupational well-being
and ability to cope with the
demands of work by using
a wide range of work ability management
methods, and the continuous development
of strategic and critical
competencies.
RISKS RELATED TO HUMAN RIGHTS
The most significant
risks related to
human
rights
arise
from the
production chain and are related to working
conditions of people
working in Apetit’s supply chain. Apetit is committed
to, and requires
its suppliers to commit to, its ethical requirements for
suppliers, which
describe sustainable operating principles
concerning ethical, social
and environmental aspects. Apetit Group’s ethical supplier
requirements are based on the guidelines of
the UN’s Global
Compact initiative.
In its sourcing responsibility guidelines, Apetit has
defined
the
statements required from suppliers regarding the management
and
realisation of social and environmental responsibility. More
information about procurement and supply
chain management is
available in the company's sustainability
report.
RISKS RELATED TO CORRUPTION AND BRIBERY
6
If Apetit’s employees or stakeholders engage
in unethical operations,
this may have a negative effect on Apetit’s reputation, in addition
to
having financial
effects. The
most
important
management method
to
avoid unethical ways of working
is to increase awareness of ethical
operating methods, for example.
Progress of corporate responsibility work
Responsible operations and a value chain
that enables sustainable
food choices are key competitive advantages
for Apetit and their
promotion a strategic choice.
Apetit produces a diverse range of
options to promote plant-based
and sustainable eating, as well as high-quality
raw materials for further
processing. Apetit invests in long-term cooperation with growers
and
domestic primary production as the cornerstone
of our business in
both of its operating countries
.
The idea is also part of the company’s
mission: Good food for everyone. Locally. Apetit's business model
and value creation are described in more detail in
its annual report.
Achieving growth from diverse plant-based food
solutions and
added-value products were at the heart of Apetit’s
strategy for 2023–
2025. As the cornerstone of its business, the company
will continue to
invest in cooperation with growers and in Finnish primary
production.
The strategic focus areas include the development
of sustainable
value chain.
The company’s strategy is supported by the phenomena
that drive
changes in the operating environment. Climate action
and sustainable
alternatives are increasingly important factors in
consumption
decisions. This supports the demand for plant-based food products
and the promotion of well-being
as a food trend.
MANAGING CORPORATE RESPONSIBILITY
Apetit’s operations are based on the company’s values, vision and
mission. Its sustainability work is guided
by its strategy, operating
policy and Code of Conduct, as well as its procurement
principles,
which are based on the UN Global Compact
initiative. Apetit is
committed to compliance with the laws
and other regulations of its
countries of operation. Corporate responsibility is
managed by the
corporate management as part of its
normal operations. The goals set
in the corporate responsibility program have been
adopted as part of
the company's business operations
and strategy.
Apetit has determined the material impacts,
risks and opportunities of
its operations based on a double materiality
analysis. The assessment
was based on interviews with external
stakeholders, such as
customers, farmers and its own personnel. The results of
the
materiality analysis were approved by the Board
of Directors of Apetit
Plc in 2025. Based on the materiality analysis, the following
themes
emerged as material sustainability topics:
climate and energy,
biodiversity, own personnel and employees in the
value chain.
More information about Apetit’s sustainability work
is available in the
corporate responsibility report. Apetit reports on its sustainable
operations in accordance with the of
the Global Reporting Initiative
(GRI) standards.
PROGRESS DURING THE OPERATING PERIOD
In its corporate responsibility program, Apetit has set goals for
the
progress of its corporate responsibility work. The corporate
responsibility programme is based on sustainable
food choices.
The
goals of the corporate responsibility program
are divided into four
areas: cultivation development and contract farming,
climate impacts
of operations, products and packaging solutions,
and social impacts.
Cultivation development
and contract farming
Apetit carries out cultivation research and development
operations on
its experimental farm with the aim
of securing the outdoor
cultivation
of vegetables by taking proactive
measures to adjust cultivation
methods in response to a changing environment
and by providing
farmers with the latest information
and expertise. In 2025, operations
of Apetit’s Räpi experimental farm focused
particularly on research
into different plant varieties. In addition, new plant protection
methods were studied in a collaborative project
at Räpi.
The focus in operations of the oilseed
plant production development
group, RypsiRapsi-foorumi, was in variety tests carried
out as strip and
square tests. In 2025, the project carried out cultivation experiments
in
the most significant
cultivation areas
in
Finland.
The climate impacts of
operations
Apetit has reduced the Group’s Scope 1&2 emissions by
80 per cent
from 2019. The emissions reductions has been achieved by investing
in renewable energy.
In 2025, 81 per cent of all
the energy used by
Apetit in its production plants was from renewable
sources.
Products and packaging solutions
The novelty products of Apetit for 2025 included,
among other things,
new frozen vegetable mixes, plant-based patties
that make everyday
life easier and frozen pizzas. One of the novelty
products was the
Vegan Burger Patty,
which contains Apetit BlackGrain from Yellow
Fields® rapeseed powder.
During 2025, Apetit changed the packaging
of all of its products sold
in retail under the Apetit brand to recyclable material, in
accordance
with the goal set in the corporate responsibility
program.
Social impacts
In the personnel 2025, the net recommendation
index of eNPS meter
was -13. According to the results, the Group’s strengths include the
impact of one's own activities
on the work atmosphere, cooperation
with one's immediate superior, one's own commitment
to working at
Apetit, and a safe work environment. The Säkylä frozen foods plant
and Pudasjärvi frozen pizza factory have the
occupational health and
safety system ISO 45001 occupational
safety certificate.
DESCRIPTION OF THE IMPACTS
The impacts of Apetit's operations and value
chain on environment
and biodiversity arise mainly indirectly from
the primary production of
food and the production of other
materials and the utilization of
the
natural resources used for them. Apetit’s operations depend on
the
maintenance of air and soil quality, the availability
of clean water and
7
the maintenance of biodiversity. The environmental impacts
of the
operations generated by Apetit’s entire value chain are related to
all
natural capital dependencies. The most significant
environmental
impacts of Apetit Group arise from its value
chain, especially from
primary production of raw materials.
The goal is efficient
and safe production
that is in
harmony
with
the
environment. The direct environmental impacts of Apetit’s Food
Solutions business are related to energy and water consumption
and
the treatment of process side streams and waste. In
the Oilseed
Products business, environmental impacts are mainly related to
energy consumption and the bleaching clay
used in processing. The
company uses mechanical method for
vegetable oil milling. In
addition, all operations generate a certain amount
of packaging
waste.
Apetit participates in the Energy Efficiency
Agreement
system
of
Finnish industries and has committed to
implementing the Food and
Drink Industry Action Plan. The target for improving energy use
in the
food industry is 7.5 per cent for
the 2017–2025 agreement period. In
2025, Apetit’s energy consumption was 0.5 (0.5) MWh per
tonne
produced. Apetit has also joined in the Energy Efficiency
Agreement
system of Finnish industries
and to the Food and Drink Industry Action
Plan for the 2026–2035 agreement period.
The use of energy produced with renewable
natural resources and
the development of energy efficiency
have
reduced the
carbon
footprint of Apetit Group’s Scope 1&2 emissions
by 80 per cent from
2019. In 2025, of all the energy used at Apetit’s production plants, 81
per cent were from renewable sources.
All of Apetit’s production facilities that are required to have
an
environmental permit are in possession of
a current permit. During
the year, there were no accidents with significant
environmental
impacts at the production facilities.
The Group’s environmental costs were EUR 1.5 (1.4) million, or 0.9
(0.9) per cent of net sales.
Environmental aspects are discussed in
more detail in Apetit’s
corporate responsibility report.
PERSONNEL
Apetit’s personnel strategy focuses on responsible
leadership based
on the company’s values and corporate culture, ensuring
the
availability of labour by focusing
on retention and attraction factors,
improving employees’ occupational well-being
and ability to cope
with the demands of work by using
a wide range of work ability
management methods, and the continuous
development of strategic
and critical competencies.
At Apetit, occupational safety culture is developed in
line with the
principle of continuous improvement. The Group improves
the
prevention of accidents through occupational
safety observations and
assesses work hazards. In 2025, Apetit's occupational
safety processes
were further developed by developing
and implementing a hazard
assessment process. The Säkylä frozen foods plant and
Pudasjärvi
frozen pizza factory have the occupational
health and safety system
ISO 45001 occupational safety certificate.
In 2025,
there were 12 (17) occupational accidents
that led to at least
a one-day absence. The accident frequency rate was 17 (25). Apetit
aims for zero accidents.
Apetit seeks to reduce sickness absences. In
2025, the sickness
absence rate was 6.4 (6.2) per cent. The sickness absence
rate is the
sickness absence time in relation to the
theoretical regular working
time.
Apetit monitors well-being at work
and employee satisfaction by
means of a Group-wide well-being
at work survey, for example. In the
survey, the personnel assess their experiences
of personal well-being
at work, the work atmosphere, safety at work, social support and
supervisory work. In the personnel
survey 2025, the net
recommendation index of eNPS meter
was -13.
In January–December 2025.,
the Group had 321 (315) employees
in
full-time equivalents. Apetit Group had 367 (338)
employees at the
end of December, including all types of employment.
The number of
employees at Apetit’s Säkylä and Bjuv plant
s
varies during the year
based on the harvest seasons.
The salaries and other remuneration paid to the
employees of
continued operations in 2025 amounted
to EUR 17.9 (17.6)
million.
Aspects related to personnel are discussed in
more detail in the
People section of Apetit’s annual report.
QUALITY AND PRODUCT SAFETY
Product quality and product safety are key factors in Apetit’s
operations. Apetit Group’s production facilities in Säkylä, Kantvik and
Pudasjärvi have food safety systems certified
in
accordance
with
the
GFSI standard: BRCGS in Säkylä and
Pudasjärvi and food safety
systems according to FSSC 22000 standard
in Kantvik and Bjuv. The
Säkylä and Kantvik plants also have
their own laboratories for ensuring
product safety.
The most significant
risks related to
product
safety
include foreign
objects, risks related to allergen control and the accuracy
of the
labelling on product packaging. Apetit carried out
1 (1) product
recalls in 2025.
HUMAN RIGHTS AND THE PREVENTION
OF CORRUPTION AND
BRIBERY
Apetit requires its employees and partners to
comply with its Code of
Conduct. Apetit ensures the fair and equal treatment of
employees by
operating in line with the principles of
its equality plan.
Apetit’s Code of Conduct prohibits the acceptance
of direct or
indirect bribes, as well as other benefits
that
can
be
regarded
as
bribes to acquire or maintain business operations. Apetit’s
employees
are required to familiarise themselves and comply
with the Code of
Conduct and report any deviations from the Code of
Conduct via a
designated whistleblowing channel.
One (1) report was submitted via
the whistleblowing channel in 2025
,
related to quality of raw material
used at the factory.
The matter has
been handled within the company.
8
In addition, Apetit’s employees must not seek to ensure favourable
decisions or services from the authorities
through illegal means.
Apetit’s employees must also avoid situations
that are in conflict
or
may be construed to be in conflict
with
the
personal and business
interests of the employee. Apetit provides training
on the key
principles of competition legislation
to all office
employees
to
ensure
fair and transparent competition on the market.
Apetit’s operating policy and ethical principles
are supplemented by
its ethical requirements for suppliers, which cover
aspects related to
laws and regulations, the environment, business ethics, forced and
child labour, discrimination and oppression, the work environment
and social conditions.
No human rights violations or corruption
or bribery cases were
reported in 2025.
9
CORPORATE GOVERNANCE
Corporate Governance Statement
and Remuneration Report
Apetit’s Corporate Governance Statement and Remuneration
Report
will be published in conjunction
with the publication of the Annual
Report during the week 11. The statement and the report will be
available on Apetit’s website after their publication.
Annual General Meeting
2025
Apetit Plc’s Annual General Meeting was held on
10 April 2025 in
Säkylä. The Annual General Meeting adopted the
parent company’s
financial
statements
and
the
consolidated
financial
statements,
and
discharged the members of the
Supervisory Board, the Board of
Directors and the CEO from liability for
the financial
year 202
4.
DECISIONS OF THE ANNUAL GENERAL MEETING
2025
Dividend distribution
The AGM decided according to the Board of Director’s proposal
that
a dividend of EUR 0.75 per share be
paid for the financial
year 2024.
The dividend was paid on 23 April 2025. No dividend
will be paid on
shares held by the company.
Remuneration Report for Governing Bodies
The Annual General Meeting decided to, in accordance
with the
Board of Director’s proposal, adopt the Remuneration Report for
2024 for the governing bodies. According to the
Companies Act, the
decision is advisory. The Remuneration Report is available on the
company’s website at apetit.fi/en/corporate-
governance/remuneration/.
Processing of the Company’s Remuneration Policy
The Annual General Meeting decided, in accordance
with the Board
of Director’s proposal, to approve Apetit Plc’s Remuneration Policy. In
accordance with the Limited Liability
Companies Act, the resolution is
advisory. The Remuneration Policy is available on the company’s
website at apetit.fi/en/corporate
-governance/remuneration.
Resolution of the number of
the members of the Supervisory
Board
The Annual General Meeting decided that the
Supervisory Board will
have 16 members elected by the Annual
General Meeting.
Resolution of the remuneration of
members of the Supervisory
Board
The Annual General Meeting decided, in accordance
with the
Supervisory Board’s Nomination Committee’s proposal, that the
meeting fee of the Chairman
of the Supervisory Board is EUR
500 and
the annual fee is EUR 15,000 and
that the remuneration of the
members of Supervisory Board
remains unchanged.
Meeting allowances are paid to the
members of the Supervisory
Board also when they attend meetings of
the Supervisory Board’s
Nomination Committee or the company’s other governing
bodies. For
the members of the Supervisory
Board’s Nomination Committee who
are not members of the Supervisory
Board, the meeting allowance is
EUR 300 for their attendance in the
meetings of the Supervisory
Board or the Supervisory Board’s Nomination Committee.
Election of the members of
the Supervisory Board
One person was appointed as re-elected and 3
persons were elected
as new members to replace members
of the Supervisory Board
completing their term.
The Annual General Meeting decided to re-elect Tommi Mäkelä and
elect Eveliina Nyandoto, Erno Toikka and Susanne West as new
members to the Supervisory Board.
Resolution on the number of
members of the Board of
Directors
The Annual General Meeting decided, in accordance
with the
Supervisory Board’s proposal, that 5 members are elected to the
Board of Directors.
Resolution on the remuneration of Chairman, Deputy
Chairman and
members of the Board of
Directors
The Annual General Meeting decided, in accordance
with the
Supervisory Board’s proposal, that the annual fee for the Chairman
of
the Board of Directors is EUR 60,000
and the annual fee for the
Deputy Chairman of the Board
of Directors EUR 38,000 and
the
annual fee for other members
of the Board of Directors is EUR
33,000.
The meeting allowances remain unchanged.
Meeting allowances are
also paid to the members of
the Board of Directors when they
attend
the meetings of the Supervisory
Board or the Supervisory Board’s
Nomination Committee. Daily allowance and travel
allowances for
attending a meeting are paid in accordance with
the company's travel
rules.
Election of the Chairman and Deputy
Chairman of the Board of
Directors
The Annual General Meeting decided, in accordance
with the
Supervisory Board’s proposal, that Erkki Järvinen is elected as new
Chairman of the Board of Directors
and Niko Simula re-elected as the
Deputy Chairman of the Board
of Directors.
Election of other members of
the Board of Directors
The Annual General Meeting decided, in accordance
with the
Supervisory Board’s proposal, that Heli Arantola, Antti Korpiniemi and
Kati Sulin are re-elected as the other members of
the Board of
Directors.
Election of the members of
the Supervisory Board's Nomination
Committee
Nicolas Berner was re-elected as the member of
the Supervisory
Board's Nomination Committee and Annikka Hurme
was elected as a
new member of the Supervisory
Board's Nomination Committee.
The election of the auditor
In accordance with the Board of Director’s proposal, Ernst
& Young
Oy, authorized public accountant Osmo Valovirta, APA as the principal
10
auditor was re-elected as the auditor and Ernst
& Young Oy,
authorized sustainability accountant
Osmo Valovirta, ASA as the
principal sustainability auditor was elected
as the sustainability
auditor.
The auditor is elected until the closing of
the Annual General Meeting
2026.
Authorizing the Board of Directors to
decide on the repurchase of
Company’s own shares
In accordance with the Board of Director’s proposal
the Annual
General Meeting decided to authorize
the Board of Directors to
decide on the repurchase of a maximum
of 80,000 (eighty thousand)
of the company’s own shares using the unrestricted
equity of the
company representing about 1,27 per cent of
all the shares in the
company. The authorization includes the right to accept
company’s
own shares as a pledge.
The authorization is valid until the closing
of the Annual General
Meeting 2026, however no longer than
until 31 May 2026. The
authorization cancels the authorization
to repurchase shares granted
at the Annual General Meeting on 11 April 2024.
Organisation of the Supervisory
Board and election of the
Board of
Directors
At its meeting on 10 April 2025, Apetit Plc’s Supervisory Board
elected Harri Eela as its Chairman and
Juha Junnila as the Deputy
Chairman.
Changes in the Board of
Directors
Lasse Aho served as a Chairman of
Board of Directors until 10 April
2025. The Annual General Meeting decided on 10 April 2025, in
accordance with the Supervisory Board’s proposal, that Erkki Järvinen
is elected as new Chairman of
the Board of Directors
Annikka Hurme, member of the Apetit's Board
of Directors and the
Audit Committee of Board of
Directors, resigned from the Board of
the company affecting from 26 February 2025. The reason for her
resignation, that happened in good agreement, was the competitive
set-up, which resulted from the business acquisition of
her full-time
employer.
Shares and share ownership
SHARES, SHARE CAPITAL AND TRADING
The shares of Apetit Plc are all in one series. All shares carry
the same
voting and dividend rights. The Articles of Association
specify that the
number of votes a shareholder is
entitled to exercise cannot exceed
one tenth of the votes represented at a
general meeting. At both the
beginning and the end of
the financial
year,
the total
number of
shares issued by the company stood at 6,317,576
and the registered
share capital totalled EUR 12,635,152. The minimum
amount of share
capital is EUR 10 million, and the maximum
amount is EUR 40 million.
TREASURY SHARES
At the end of the review period, the company
held a total of 99,273
treasury shares. These treasury shares represent 1.6 per cent of the
company’s total number of shares and votes. The company’s treasury
shares carry no voting or dividend
rights.
FLAGGING ANNOUNCEMENTS
Apetit did not receive any flagging
announcements
during
the
financial
year 2024.
SHARE PRICE AND TRADING
The number of Apetit Plc shares traded
on the stock exchange during
the review period was 335,420 (307,847), representing
5.3 (4.9) per
cent of the total number of
shares. The highest share price quoted
was EUR 15.00 (15.00)
and the lowest was EUR 13.00 (12.50). The
average price of shares traded was EUR
14.08 (13.60). The share
turnover for the period was EUR 4.7
(4.2)
million. At the end of the
review period, the market capitalisation was EUR
87.5 (88.1) million.
MANAGERS’ TRANSACTIONS
Apetit’s managers’ transactions related to Apetit’s securities
during
the review period have been published
as stock exchange releases
and can be read on the company’s website.
Material events of the
accounting period
Apetit Plc announced on 9 October 2025,
that it acquires Swedish
frozen peas producer Foodhills AB. The acquisition required approval
from the Swedish ISP (Inspektionen för
strategiska produkter)
authority. The acquisition was completed
on 27 November 2025.
Short-term risks
The most significant
short-term risks for
Apetit Group
are
related to
the management of raw material
price changes, the availability of raw
materials, the harvest quality and quantity of
oilseed plants and field
vegetables, the functioning of the
financing
markets,
the
solvency
of
customers, the delivery performance of
suppliers and service
providers, and changes in the Group’s business areas and customer
relationships.
Events after the end of the
financial
year
The company had no significant
events after
the
end of
the
financial
year.
Assessment of expected
future development
The Group’s operating result is expected to decline from the
comparison year (in 2025: EUR 5.9
million, excluding the non-
recurring impact of the Foodhills acquisition).
The takeover of the Foodhills business will generate costs, and
its
impact on operating result will be negative.
Board of Directors’ proposals
concerning profit
measures
and
distribution of
other unrestricted equity
The Board of Directors of Apetit Plc aims
to ensure that the company’s
shares provide shareholders with a good return on investment
and
11
retain their value. In line with its dividend policy, the company
will
distribute at least 40-60 per cent of
the profit
for the
financial
year
in
dividends.
The parent company’s distributable funds totalled EUR
46,623,190.09
on 31 December 2025, after adding the profit
for the
financial
year,
EUR 1,945,066.39. The Board of Directors proposes to
the Annual
General Meeting that a dividend of
EUR 0.70 per share be paid. The
dividend corresponding to this proposal is
EUR 4,422,303.20 for all
the company shares on the balance
sheet date and EUR 4,352,812.10
for the shares in external ownership. No significant
changes
have
taken place in the financial
standing
of
the
company since the
end of
the financial
year. The company’s
liquidity is
good, and
the
Board
deems that the company’s solvency will not be
jeopardised by the
proposed distribution of dividends.
No dividend will be paid on
shares held by the company.
12
Consolidated Statement of
Comprehensive Income
EUR million
Note
1-12/2025
1-12/2024
Net sales
(2)
167.6
162.6
Other operating income
(4)
9.7
1.6
Material and services
(7)
-110.4
-104.9
Employee benefits
expense
(5)
-21.8
-21.3
Depreciation and amortisation
(2,8)
-7.4
-6.6
Other operating expenses
(4)
-24.1
-22.1
Operating profit
(2)
13.7
9.3
Financial income
(9)
0.1
0.4
Financial expenses
(9)
-1.0
-1.0
Share of profit/loss
accounted
for
using
the
equity
method
(14)
-2.8
1.5
Profit/loss
before
tax
10.0
10.3
Tax on income from operations
(10)
-1.0
-1.8
Profit/loss
for the
period
9.0
8.5
Profit
attributable
to:
Owners of the parent company
9.0
8.5
EUR million
Note
1-12/2025
1-12/2024
Earnings per share calculated
on profit
attributable
to equity holders of
the parent
Earnings per share, basic
(12)
1.44
1.37
Earnings per share, diluted
(12)
1.44
1.36
Other comprehensive income:
Exchange differences
on
translating foreign
operations
0.1
-
Cash flow
hedges
(24)
-0.6
0.5
Items that may be reclassified
subsequently to
profit
or
loss
-0.5
0.5
Other comprehensive income
for the year net of
tax
-0.5
0.5
Total comprehensive income
8.5
9.0
Total comprehensive income
attributable to:
Owners of the parent company
8.5
9.0
13
Consolidated Statement of
Financial
Position
EUR million
Note
31.12.2025
31.12.2024
ASSETS
NON-CURRENT ASSETS
Intangible assets
(13)
6.3
5.2
Goodwill
(13)
0.4
0.4
Property, plant, equipment
(13)
44.3
40.8
Right-of-use assets
(13)
12.9
7.3
Shares in associated companies
(14)
17.8
21.6
Other non-current financial
assets
(15)
0.9
0.9
Deferred tax assets
(11)
2.9
-
NON-CURRENT ASSETS
85.5
76.1
CURRENT ASSETS
Inventories
(17)
49.5
46.6
Trade receivables and other receivables
(16)
10.3
7.3
Tax receivable, income tax
0.2
0.8
Cash and cash equivalents
(18)
3.7
4.1
CURRENT ASSETS
63.7
58.8
ASSETS
149.2
134.9
EQUITY AND LIABILITIES
Share capital
(19)
12.6
12.6
Share premium
(19)
23.4
23.4
Unrestricted equity reserve
(19)
0.2
0.2
EUR million
Note
31.12.2025
31.12.2024
Treasury shares
(19)
-1.4
-1.6
Hedging reserve
-0.2
0.4
Other reserves
7.2
7.2
Translation differences
0.1
-
Retained earnings without profit/loss
for the
period
60.6
56.8
Profit/loss
for the
period
9.0
8.5
Equity attributable to
owners of the parent
company
111.6
107.6
TOTAL EQUITY
111.6
107.6
NON-CURRENT LIABILITIES
Deferred tax liabilities
(11)
1.3
0.4
Non-current liabilities, interest-bearing
(22)
11.4
5.9
Liabilities from defined
benefit
plan
(20)
0.1
0.1
NON-CURRENT LIABILITIES
12.8
6.4
CURRENT LIABILITIES
Current interest-bearing liabilities
(22)
7.9
1.5
Trade Payables and Other Liabilities
(23)
16.9
19.4
CURRENT LIABILITIES
24.8
20.9
LIABILITIES
(2)
37.6
27.3
EQUITY AND LIABILITIES
149.2
134.9
14
Consolidated Statement of
Cash Flows
EUR million
Note
1-12/2025
1-12/2024
Cash flows
from
operating activities
Profit/loss
for the
period
9.0
8.5
Adjustments to cash flow
from
operating activities *
4.3
7.3
Working capital changes **
-0.2
-11.0
Interest paid
-0.7
-0.8
Interest received
0.1
0.1
Other financial
items
0.1
-0.2
Income taxes paid
0.8
-0.8
Net cash from operating
activities
13.3
3.2
Cash flows
from investing
activities
Purchase of tangible and intangible
assets
-7.5
-9.5
Proceeds from sale of tangible
and intangible
assets
0.0
0.2
Acquisition of subsidiaries
(3)
-4.8
-
Purchase of other investments
-
-0.4
Dividends received
1.0
2.8
Net cash used in investing
activities
-11.3
-6.9
Cash flows
from
financing
activities
Purchase of treasury shares
-
-0.4
Proceeds from current borrowings
(22)
5.1
-
Payment of lease liabilities
(22)
-2.5
-1.3
Dividends paid
-4.7
-4.7
EUR million
Note
1-12/2025
1-12/2024
Addition / deduction of cash equivalents
-0.4
0.3
Net cash used in financing
activities
-2.4
-6.1
Net change in cash and
cash equivalents
-0.5
-9.9
Cash and cash equivalents at the
beginning of the
period
(18)
4.1
14.0
Effects
of exchange
rate
fluctuations
on
cash
held
0.0
0.0
Cash and cash equivalents at the
end of the period
(18)
3.7
4.1
Adjustments to cash
flow
from
operating activities *
Depreciation, amortisation and impairment
7.3
6.6
Gains and losses of disposals
of fixed
assets and
other non-current assets
-0.0
-0.2
Share of profit/loss
accounted
for
using
the
equity
method
(14)
2.8
-1.5
Other non-cash items
0.9
-0.2
Financial income and expenses
0.5
0.8
Tax on income from operations
(10)
1.0
1.8
Bargain purchase recognition
-8.3
-
Total
4.3
7.3
Working capital changes **
Increase / decrease in inventories
5.3
-11.7
Increase / decrease in accounts receivables
-1.4
0.7
Increase / decrease in trade payables
-4.1
0.1
Total
-0.2
-11.0
15
Consolidated Statement of
Changes in Equity
EUR million
Share capital
Share premium
Unrestricted
equity reserve
Treasury shares
Hedging reserve
Other reserves
Translation
differences
Retained
earnings
Total equity
Equity 1.1.2025
12.6
23.4
0.2
-1.6
0.4
7.2
-
65.3
107.6
Profit/loss
for the
period
-
-
-
-
-
-
-
9.0
9.0
Cash flow
hedges
-
-
-
-
-0.6
-
-
-
-0.6
Translation differences
-
-
-
-
-
-
0.1
-
0.1
Other comprehensive income for the
year net of tax
-
-
-
-
-0.6
-
0.1
-
-0.5
Comprehensive income
-
-
-
-
-0.6
-
0.1
9.0
8.5
Dividend distribution
-
-
-
-
-
-
-
-4.7
-4.7
Share-based payments
-
-
-
0.2
-
-
-
0.2
0.3
Other changes
-
-
-
-
0.0
-
-
-0.2
-0.1
Changes in equity total
-
-
-
0.2
-0.5
-
0.1
4.3
4.0
Equity 31.12.2025
12.6
23.4
0.2
-1.4
-0.2
7.2
0.1
69.6
111.6
16
EUR million
Share capital
Share premium
Unrestricted
equity reserve
Treasury shares
Hedging reserve
Other reserves
Translation
differences
Retained
earnings
Total equity
Equity 1.1.2024
12.6
23.4
0.2
-1.2
-0.1
7.2
-
61.4
103.5
Profit/loss
for the
period
-
-
-
-
-
-
-
8.5
8.5
Cash flow
hedges
-
-
-
-
0.5
-
-
-
0.5
Other comprehensive income for the
year net of tax
-
-
-
-
0.5
-
-
-
0.5
Comprehensive income
-
-
-
-
0.5
-
-
8.5
9.0
Dividend distribution
-
-
-
-
-
-
-
-4.7
-4.7
Share-based payments
-
-
-
-0.4
-
-
-
0.1
-0.3
Other changes
-
-
-
-
0.0
-
-
-
0.0
Changes in equity total
-
-
-
-0.4
0.5
-
-
3.9
4.0
Equity 31.12.2024
12.6
23.4
0.2
-1.6
0.4
7.2
-
65.3
107.6
17
Note 1. Accounting principles
Company details
Company name
Apetit Plc
Parent company
Apetit Plc
Business entity
Plc
Company home
Säkylä
Company country
Finland
Registered address
PL 100, 27801 Säkylä
Main industry
Food manufacturing
Main operating country
Finland
On 12 February 2026, the Apetit Plc Board of Directors
approved the
financial
statements for
publication. According
to the
Finnish
Companies Act, shareholders have the option of
approving or
rejecting the financial
statements at the
Annual General
Meeting
held
after their publication. The Annual General Meeting can also
decide
to amend the financial
statements.
Main operations
Apetit Plc is a food industry company
listed on the Nasdaq Helsinki
Ltd. The trading code of the share is APETIT. Apetit’s continuing
operations are Food Solutions and Oilseed Products. In addition,
Apetit reports Group Functions, consisting of the expenses
related to
Group management and strategic projects, that are not allocated
to
the business segments.
Operating segments
Food Solutions
Apetit Ruoka Oy: Frozen foods
Foodhills AB: Frozen foods
Oilseed Products
Apetit Kasviöljy Oy: Vegetable oils and protein feed
Group Functions
Apetit Oyj: Group management, strategic projects
and listing on the
stock exchange
Lännen Sokeri Oy: Non-operative company
Associated companies
Sucros group: Manufacture, marketing and sales of
sugar
Foodwest Oy: Food product development company
Accounting principles
Basis of preparation
The consolidated financial
statements
have been prepared
in
accordance with the International Financial Reporting
Standards
(IFRS) complying the IAS and IFRS
standards as well as the SIC and
IFRIC interpretations valid on the date of
the financial
statement. The
International Reporting Standards refer to standards and
their
interpretations approved for adoption within
the EU in accordance
with the procedure enacted in EC regulation 1606/2002. The notes
to
the consolidated financial
statements are also in
accordance
with
Finnish accounting and company legislation. The consolidated
financial
statements
have been drawn up based
on historic
acquisition costs, except for those financial
assets and
liabilities
which
are recognised in income at fair value and derivative
financial
instruments measured at fair value.
Preparation of the financial
statements
in
accordance
with
the IFRS
standards requires the Group’s management to make certain
assessments and exercise judgement in
applying the accounting
principles. Details of the judgements
made by the management in
applying the accounting principles
observed by the Group, and of
those aspects which have the greatest impact
on the figures
reported
in the financial
statements, are
given below under
the
heading
‘Accounting principles requiring executive judgement
and the main
uncertainties concerning the assessments
made’.
Consolidation principles
Control is created if the Group is exposed to
a variable return on the
investee or is entitled to its variable return
and is also able to exercise
its power over the investee and thereby
affect the amount of return
received. Acquisition of subsidiaries is accounted
for using the
acquisition cost method. Acquisition cost is
the aggregate of the
consideration given at fair value at the time of
acquisition and the
amount of liabilities incurred
or liabilities assumed. Identifiable
assets
and liabilities acquired in a business
combination are measured
initially at fair value at the time of
acquisition, regardless of the
amount of any minority interest. The amount by which
the acquisition
cost exceeds the Group's share of the fair
value of the identifiable
net
assets acquired is recognized as goodwill. If
the acquisition cost is
less than the fair value of the
net assets of the acquired subsidiary,
this difference is recognized directly in the income statement.
Subsidiaries are fully consolidated from the date
on which control is
transferred to the Group and the consolidation
ends on the date that
control ceases.
Intra-group transactions, receivables and liabilities as
well as
unrealised gains from intra-group transactions
are eliminated in the
consolidated financial
statements.
Unrealised
losses
are also
eliminated unless the transaction indicates
that the value of the
transferred asset is impaired.
Associates are companies in which the
Group has significant
influence.
Significant
influence is
exercised
when
the
Group
owns
more than 20% of the voting rights
of the company or otherwise
has
significant
influence
but not control. Associates
are
consolidated
in
the consolidated financial
statements
using
the
equity
method.
If the
Group's share of the losses of
the associate exceeds the carrying
amount of the investment, the investment
is recorded in the balance
sheet at zero value and the excess of the
carrying amount is not
aggregated unless the Group is committed to meeting
the
obligations of the associates. Unrealised gains between
the Group
and the associate have been eliminated
in accordance with the
Group's shareholding. An associate's investment includes
goodwill
arising from its acquisition.
Assets held for sale
and discontinued operations
Non-current assets and assets and liabilities related
to discontinued
operations are classified
as held
for
sale
if their
carrying amounts are
expected to be recovered primarily through
sale rather than through
continuing use. Classification
as held
for
sale requires that the
following criteria are met; the sale is highly
probable, the asset is
available for immediate sale in its present
condition subject to usual
and customary terms, the management
is committed to the sale, and
the sale is expected to be completed
within one year from the date
of classification.
Prior to classification
as held
for
sale,
the
assets or assets and
liabilities related to a disposal group in question
are measured
according to the respective IFRS standards. From the date of
classification,
non-current
assets held
for
sale are
measured
at
the
18
lower of the carrying amount
and the fair value less costs
to sell, and
the recognition of depreciation and amortization
is discontinued. A
discontinued operation is a component
of an entity that either has
been disposed of, or is classified
as held
for
sale, and represents a
separate major line of business or geographical
area of operations, is
part of a single coordinated plan to dispose
of a separate major line
of business or geographical area of
operations or is a subsidiary
acquired exclusively with a view to resale.
The result from the discontinued operations is shown
separately in
the consolidated statement of income
and the comparison figures
are restated accordingly. Non-current assets held for sale are
presented in the statement of
financial
position
separately from
other
items. The comparison figures
for the
statement
of
financial
position
are not restated.
Foreign currency items
The figures
for the
financial
performance and
standing
of
each
of the
Group’s units are measured in the currency of the unit’s principal
operating environment (‘functional currency’). The consolidated
financial
statements are
presented
in
euros,
which
is the functional
and reporting currency of the Group’s parent company. Foreign
currency transactions are recognised as amounts
denominated in the
functional currency using the rate prevailing
on the transaction date.
At the balance sheet date, monetary receivables
and payables are
translated using the closing rate. Exchange differences arising
from
translation are recognised in the income statement. Exchange
gains
and losses from operating activities are included
in the
corresponding items above the operating
profit.
The income statements of foreign subsidiaries
have been translated
into euros using average rates for the reporting period,
and their
balance sheets translated using the closing
rates. The exchange
difference due to the use of average rates in
the income statement
translations and closing rates in the balance
sheet translations is
recognised as a separate item under shareholders’
equity.
In preparing the consolidated financial
statements, the translation
difference due to exchange rate fluctuations,
regarding the
shareholders’ equity of the subsidiaries
and associates, is recognised
via other comprehensive income in
the translation differences of the
consolidated shareholders’ equity. If a foreign subsidiary
or associate
is disposed of, the accrued translation difference is recognised
in the
income statement under profit
or
loss.
Net sales and revenue recognition
Sales are recognised at the value that reflects
the
compensation the
company expects to receive from its customers
when control is
transferred. The Group’s sales in all business segments take place at a
single time.
Food Solutions segment sells frozen vegetables
and frozen ready
meals to retail chains and food wholesalers
operating in Finland and
European Union. Finland is the main market area.
Oilseed Products segment sells vegetable oils
and expeller. Sales
focus on Finland, but there are also sales to the European Union
and
third countries.
The Group has factored a significant
part of Finnish
trade receivables
to a financial
institution,
which bears e.g.
the
customer’s credit
risk.
Foreign credit sales are either factored or hedged with credit
insurance. The sale of receivables to a financial
institution
and
the
use
of credit insurance reduces the Group's counterparty
risk. Factored
receivables are not included in the consolidated
balance sheet.
Customary terms of payment
apply to selling on credit. Some sales
include customary bonus or marketing
support obligations, which are
assessed on an agreement level and recognised
in the income
statement and in the balance sheet
on accrual basis. The Group’s
sales do not involve material guarantees
or other liabilities.
Interest income is recognized using the effective
interest method and
dividend income when the right
to the dividend is recorded.
Pension liabilities
A defined
contribution
plan
is
a pension
plan under
which
the
group
pays fixed
contributions
into
a separate entity. The group has no
legal
or constructive obligations to pay further
contributions if the fund
does not hold sufficient
assets
to
pay all employees
the
benefits
relating to employee service in the current
and prior periods. A
defined
benefit
plan
is a
pension
plan that
is
not
a
defined
contribution plan.
Typically, defined
benefit
plans
define
an
amount
of
pension benefit
that an employee will receive on retirement, usually dependent
on
one or more factors such as age, years of
service and compensation.
The liability recognised in the balance
sheet in respect of defined
benefit
pension plans
is the
present value of
the
defined
benefit
obligation at the end of the reporting
period less the fair value of
plan assets. The defined
benefit
obligation
is
calculated
annually by
independent actuaries using the projected
unit credit method. The
present value of the defined
benefit
obligation
is
determined by
discounting the estimated future cash
outflows
using
interest rates
of
high-quality corporate bonds that are denominated
in the currency in
which the benefits
will be paid,
and
that
have
terms to
maturity
approximating to the terms of the related pension
obligation. In
countries where there is no deep market in such
bonds, the market
rates on government bonds are used.
Actuarial gains and losses arising from
experience adjustments and
changes in actuarial assumptions
are charged or credited to equity in
other comprehensive income in the
period in which they arise. Past-
service costs are recognised immediately in income.
For defined
contribution
plans,
the
group pays contributions
to
publicly or privately administered pension
insurance plans on a
mandatory, contractual or voluntary basis. The group has no further
payment obligations once the contributions
have been paid. The
contributions are recognised as employee benefit
expense
when
they are due. Prepaid contributions are recognised as an asset to the
extent that a cash refund or a reduction in
the future payments is
available
Share-based payments
The fair value of the share-based payments
is determined at the grant
date. The expense is recognized evenly over the vesting period. The
fair value of the payments
settled in shares is determined based on
Apetit Plc’s share price at the stock exchange at the grant
date
deducted by expected dividends. The payments
settled in cash are
remeasured at each reporting date until the settlement. Apetit Plc
share-based payments include only non-market
-based performance
criteria such as profitability
conditions. The
total
amount
to
be
expensed over the vesting period is
determined based on the
estimate of the number of
the shares that are expected to be vested
19
by the end of the vesting period. The impact of
the revision of
original estimates is recognized in the statement
of income. On a
cumulative basis expense is recognized only
to the extent that share-
based payments have finally
vested. For
payments
settled
in
shares
the expense is recognized against equity
and for payments settled in
cash the expense is recognized against liabilities/cash.
Provisions
A provision is recognised when the Group has
a legal or constructive
obligation based on a past event
and it is probable that the fulfilment
of this obligation will require a contribution,
and the amount of the
obligation can be reliably estimated. Provisions are valued at the
present value of the costs required to cover
the obligation.
Provisions are made in connection with operational restructuring,
onerous contracts, litigation and environmental and tax
risks. A
restructuring provision is recognised when a
detailed and
appropriate plan has been drawn up for it, sufficient
grounds have
been given to expect that the restructuring
will occur, and
information has been issued on it.
Income taxes
Income taxes recognised in the consolidated
income statement
comprise taxes levied on an accrual
basis on the reporting period
results of Group companies, based on the taxable
profits
calculated
for each Group company in accordance with
the local tax regulations,
as well as tax adjustments from previous periods
and changes in
deferred tax.
Deferred tax assets and liabilities are calculated
on the temporary
differences between the taxable values and
the book values of assets
and liabilities, in accordance with the liability
method. Deferred taxes
are recognised in the financial
statements
using
the tax rates that
apply up to the balance sheet date.
The most material temporary differences arise from fixed
assets,
lease
agreements, consolidation, inventories, unused tax losses and
revaluation of derivative financial
instruments.
Deferred
tax
assets are
recognised up to an amount where it is probable
that they can be
utilized against future taxable profits.
Deferred
taxes
are not
recognised on goodwill which is not tax
deductible.
In the case of derivative financial
instruments
covered
by hedge
accounting, the deferred taxes related to value adjustments
recognised directly under the statement
of comprehensive income
are also recognised directly under the statement
of comprehensive
income.
Deferred tax assets and liabilities are offset
when there is a legally
enforceable right to set off tax assets
against tax liabilities and when
the accrued income taxes are levied on
the same tax authority.
Borrowing costs
Borrowing costs are recognised under the expenses
for the period in
which they arose. Directly attributable borrowing costs related to the
acquisition, construction or production of
a qualifying asset, for
example, factory building, are capitalised. Where clearly linked to a
specific
loan, transaction
costs arising
directly
from loans
are
included
in the loan’s original amortised cost and divided
into a series of
interest expenses using the effective interest method.
Research and development costs
Research costs is expensed as incurred. Development costs
are
recognised on the statement of financial
position
when
all
the
following criteria are met:
research and development phases can be
separated from
each other
completion is technically feasible
so that the asset can be
used or sold
completion is certain and the asset
will be either used or
sold
it can be demonstrated that the asset will generate
probable future economic benefit
and
that the
company
has the adequate resources to use or sell the
intangible
asset
development expenditure can be reliably
measured
If the development expenditure
does not meet all the above
criteria,
it is expensed as incurred.
Intangible assets
Goodwill
Goodwill corresponds to that part of
the cost of acquiring the
company which is more than the Group’s share of
the fair value of the
acquired company’s net assets on the acquisition date. Goodwill
is
tested annually for impairment. For this purpose,
goodwill is
allocated to appropriate cash generating units. Goodwill
is valued at
historic acquisition cost less any impairment.
In the case of associated
company, goodwill is included in their investment value.
Goodwill
generated through acquisitions of foreign
business combinations is
measured in the currency of the foreign operations
and translated
using the period end rates.
Other intangible assets
An intangible asset is recognised in
the balance sheet at the original
acquisition cost in a case where the cost
can be determined reliably,
and it is likely that an expected financial
benefit
derived
from
the
asset will turn out to be to the company’s benefit.
Patents, trademarks and other intangible assets with a limited
useful
life are capitalised in the balance sheet
and amortised on a straight-
line basis over the period of
their useful lives. Intangible assets do not
include assets with an unlimited useful
life.
Depreciation period for intangible assets:
Development costs
5 years
Other intangible assets
5–10 years
Assets whose useful life has not yet expired
and fully depreciated
fixed
assets
that
are still used
in
operating activities are
included in
the acquisition cost of assets. Similar
principles apply to accumulated
depreciation.
Subsequent expenditure relating to intangible
assets is recognised as
an asset only if its financial
benefit
to the
company exceeds
the
originally estimated level of performance.
Otherwise, the expenditure
is recognised as a cost at the time it is incurred.
Property, plant and equipment
Property, plant and equipment have been measured at historic
acquisition cost less depreciation and impairment. These
assets are
subject to straight-line depreciation over
the period of their useful
lives. The residual value of the assets and their
useful lives are
reviewed each time the financial
statements are
prepared and,
when
20
necessary, are adjusted to reflect
any change
in the
economic
benefits
expected. Land
is
not
subject to
depreciation.
The estimated useful lives are as follows:
Property and plant
10–40 years
Machinery and equipment
5–15 years
Property, plant and equipment are no longer depreciated when they
are classified
as assets held
for
sale.
Assets whose useful life has not yet expired
and fully depreciated
fixed
assets
that
are still used
in
operating activities are
included in
the acquisition cost of assets. Similar
principles apply to accumulated
depreciation. Repair and maintenance costs of
tangible assets are
recognised as expenses when incurred.
Government grants
Government grants received for the acquisition
of fixed
assets are
recognised as deductions in the book values
for property, plant and
equipment. The grants are released to profit
through
smaller
depreciations during the use of
the asset in question.
Leases
Lease agreements are valued to present value by discounting
contractual lease payments. The discount rate used in the
valuation is
the Group's incremental borrowing rate The maturity of a
lease
agreement is assessed on a contract-by-contract
basis and the option
to extend is used only when it is
highly probable that such option is
to be exercised. The present value of the agreement is recognized in
the balance sheet as a right-of-use
asset and a right-of-use liability.
Right-of-use assets depreciated on a straight
-line basis over the lease
term. The rent payments are allocated to the principal and
financial
expenses. Financial expenses are calculated from the remaining
right-of-use liability using the Group's
incremental borrowing rate.
The Group uses the exemptions permitted by the
standard and does
not apply the standard to under 12
months short-term and low-value
leases. Therefore, payments for short-term leases and low value
leases are recognized as expenses on an accrual
basis.
Impairment
The book values for assets are assessed for
any signs of impairment.
If there are signs of impairment, an estimate
is determined for the
amount recoverable on the asset. An impairment loss
is recognised if
the balance sheet value of the
asset or the cash-generating unit
exceeds the recoverable amount. Impairment losses
are recognised
in the income statement.
The impairment loss of a cash-generating
unit is first
allocated
to
reducing the goodwill attributed to the unit, and then
to reducing
other assets of the unit on a pro
rata basis.
The recoverable amount of intangible, tangible
and right-of-use
assets is determined at the higher
of the fair value less costs
to sell
and the value in use. In determining the
value in use, the estimated
future cash flows
are discounted
to their
present value based on
discount rates applying to the average pre-tax
capital costs of the
cash-generating unit in question. The discount rates take also
into
account any special risk associated
with the cash-generating units.
Impairment losses on tangible, right-of-use
and intangible assets
other than goodwill are reversed if
a change has occurred in the
estimates used in determining the recoverable
amount of the asset.
The amount by which an impairment loss
is reversed is no more than
the book value (less depreciation) that would
have been determined
for the asset if no impairment loss
had been recognised on it in
previous years. Impairment losses recognised on goodwill
are not
reversed.
Inventories
Inventories have been measured at the lower
of acquisition cost and
net realizable value. The net realizable value is the estimated selling
price in the ordinary course of
business, after deduction of the
estimated costs of completion and
the estimated costs necessary to
make the sale.
The value of inventories has been determined
using the weighted
average price method costing method
and includes all direct costs
of
acquisition and other indirect costs to
be allocated. The cost of each
inventory item produced comprises
not only the purchase costs of
materials, direct labour costs and other direct costs, but
also a
proportion of production overheads, but not selling
or financing
costs. The value of inventories has been reduced for
obsolescent
assets.
Financial instruments
The Group’s financial
assets are classified
into the following
categories: financial
assets
measured
at amortised cost and
financial
assets recognised at fair value through the
income statement. This
classification
is
based on
the
business
model
according
to
which
the
financial
asset
is
managed
and on agreement-based
cash
flow
properties. Transaction costs are included in the original book value
of the financial
assets
for items
not
measured
at
fair
value through the
income statement. All purchases and sales of
financial
assets are
recognised on the transaction date. Financial assets recognised
at fair
value through the income statement include
derivatives not covered
by hedge accounting and publicly
listed shares. Financial assets
recognised at amortised cost include trade receivables
and certain
other receivables.
The Group may sell trade receivables to financing
companies. Sold
trade receivables are derecognised on the consolidated
balance
sheet once payment for the trade receivables
has been received from
the buyer and all material risks and
benefits
related to
ownership
have been transferred to the buyer.
Cash and cash equivalents in the balance
sheet and cash flow
statement comprise cash, bank deposits from which
withdrawals can
be made and other short-term highly
liquid investments. Items
classified
in
cash and cash
equivalents have a
maximum
of
three
months maturity from the acquisition date.
The Group’s financial
liabilities
are classified
as
financial liabilities
recognised at amortised cost and financial
liabilities recognised
at
fair
value through the income statement. Financial liabilities
recognised
at amortised cost include trade payables
and other liabilities and
loans. Financial liabilities recognised at fair value through
the income
statement include derivatives that do not
meet the criteria for hedge
accounting. Unrealised and realised gains and losses related
to
changes in the fair values of
such derivatives are recognised through
the income statement for the period during
which they arise.
21
Financial assets and liabilities recognised at fair values
are measured
primarily using publicly quoted prices.
Market prices are normally
available for commodity derivatives
used by the Group. If publicly
quoted prices are not available, fair value is
measured with
standardized valuation methods using for
example interest rates and
discounted cash flows
and
price quotations
from
market
counterparties.
Financial liabilities are originally recognised at fair value
less
transaction costs directly related to the acquisition
or issuance of the
item in question. Financial liabilities, excluding derivative
liabilities,
are later measured at amortised cost using the effective
interest
method. Financial liabilities are included in non-current
and current
liabilities, and they may be interest-bearing or non-interest-bearing.
The Group determines impairment of
financial
assets
measured
at
amortised cost based on expected
credit losses. The estimate of a
valuation allowance concerning expected
credit losses is based on
experiences of actual credit losses, considering
the financial
conditions at the time of examination
and an estimate of future
expectations. Trade receivables are derecognised on the balance
sheet as final
credit
losses
once
it is
no
longer
reasonable to
expect
payment for them. An indication of final
payment
failure is for
example a payment being overdue by more
than 90 days. If payment
is later received for items recognised as final
credit
losses, the
payment is recognised as offset on the same
line in the income
statement.
Derivative financial
instruments
are
initially recognised
at
fair
value
on
the date a contract is entered into and are subsequently
re-measured
at their fair value. The Group applies cash flow
hedge accounting
to
certain interest rate swaps, forward currency and commodity
derivative contracts. When hedging is initiated, the financial
relationship between hedging instruments
and hedged items is
documented and whether changes in
the cash flows
of hedged
items
are expected to offset the changes in the cash
flows
of hedging
instruments. In addition, the objectives of
risk management and
strategies for taking hedging actions
are documented. The hedged
cash flow
must
be highly probable, and
the
cash
flow
must
ultimately
affect the income statement.
For hedges that meet the terms for hedge accounting,
the effective
portion of the change in fair value
of a hedge is recognised in
the
statement of comprehensive income
until the hedged transaction
affects the income statement. Any residual ineffective portion
for
interest rate and currency derivatives is recognised
to financial
items
and for commodity derivatives to other
operating income or
expenses. The cumulative change in fair value recognised in
other
comprehensive income is recognised to purchases
or sales or
financial
items
based on
their
nature on
the
same
date
that the
cash
flow
from the
hedged
transaction is recognised in the income
statement. When a derivative financial
instrument
expires,
is
sold
or
does not meet the hedge accounting
criteria, the cumulative change
in the fair value of the hedging
instrument will remain in the hedge
reserve and is recognised in income statement
on the same date that
the cash flow
of
the
hedged
item is recognised in
the income
statement. The cumulative fair values of the hedging
instruments are
transferred immediately from the hedge reserve
to other operating
income or expense or financial
items
based on
their
nature
if the
hedged cash flow
is
no
longer
expected
to
occur.
Despite certain hedging relationships fulfil
the
effective hedging
requirements of the Group’s risk management policy, the Group does
not apply hedge accounting to
all transactions done in hedging
purpose. These instruments’ fair value changes are recognised
in
other operating income or expense or
financial
items
based on
their
nature.
Equity
Purchases of own shares are deducted from equity attributable
to
shareholders of the parent company up
till the shares are cancelled
or transferred back to circulation. Dividend distribution
to the
company’s shareholders is recognised as a liability
in the Group’s
financial
statements
in the
period
in
which
the
dividends are
approved by the company’s shareholders.
Accounting principles
requiring executive judgement and
the main
uncertainties concerning
the assessments made
In preparing the consolidated financial
statements
in
accordance
with
international accounting practices, the company’s management
has
had to make assessments and assumptions
that affect the amount of
assets, liabilities, income and expenses recognised in
the accounts
and the contingencies presented. These assessments and
assumptions are based on experience
and on other reasonable
suppositions that are believed to be realistic in
the circumstances that
constitute the basis for the estimates of
items recognised in the
financial
statements. The
outcome
may
deviate
from these
estimates.
The Group tests annually goodwill from the
associated company
Sucros Oy and from Frozen foods products for possible impairment
and assesses any indication of impairment. The
recoverable amounts
of units that generate cash flow
are
based on value
in
use
calculations. These calculations require the use of estimates.
Determination of the fair value of
tangible and intangible
assets
acquired in business combinations requires estimations
by
management and is often based on
assessment of asset cash flows.
The utilization of deferred tax assets
against future taxable income is
assessed annually based on management's
assessment.
Other assessments including management
judgement are mainly
related to restructuring plans, the extent of obsolescent
inventories,
environmental, litigation and tax risks.
Preparation of financial
statements
in
ESEF
format
The financial
statements are reported
in
electronic ESEF
format.
The
main statements of the financial
statements
and disclosures are
marked with the XBRL taxonomy. The ESEF format financial
statements have been reviewed by the
auditor.
New IFRS standards and IFRIC
interpretations
The new IFRS standards, amendments to standards
and IFRIC
interpretations effective after the end of
the financial
year are not
expected to have a material impact on
the Group.
22
Note 2. Operating segments
The segment information is based on
the Group's organisation
and management reporting
structure.
Apetit’s continuing operations are
Food Solutions and Oilseed
Products. In addition, Apetit reports Group Functions, consisting
of the expenses related
to Group management, strategic projects
and listing on the stock exchange, that are
not allocated to the business
segments.
Intra-group sales take place at arm’s
length prices. The assets and liabilities of
a segment are such items of
the business operations that
the segment uses in its business
operations or that can be
allocated to a segment on reasonable
basis. Tax and finan
cing
items together
with
items
common
to the
whole Group
are unallocated assets and
liabilities.
Reported
figures
are
based on
IFRS
standards.
1-12/2025
EUR Million
Food Solutions
Oilseed Products
Group Functions
Apetit Group
Segment net sales
77.7
90.4
2.0
170.2
Intra-group net sales
-
-0.5
-2.0
-2.5
Net sales
77.7
89.9
-
167.6
Operating profit
14.3
2.2
-2.9
13.7
Assets
80.5
40.9
-
121.4
Unallocated
26.6
Total assets
80.5
40.9
-
147.9
Liabilities
26.8
5.2
-
32.0
Unallocated
4.3
Total liabilities
26.8
5.2
-
36.3
Gross investments in non-current
assets
3.6
2.0
1.9
7.5
Depreciation and amortisation
4.4
2.3
0.8
7.4
Personnel, FTE
246
59
16
321
23
1-12/2024
EUR Million
Food Solutions
Oilseed Products
Group Functions
Apetit Group
Segment net sales
75.8
87.4
1.3
164.5
Intra-group net sales
-0.0
-0.5
-1.3
-1.8
Net sales
75.8
86.9
-
162.6
Operating profit
8.1
4.2
-3.0
9.3
Assets
57.3
46.3
-
103.6
Unallocated
31.3
Total assets
57.3
46.3
-
134.9
Liabilities
19.4
7.4
-
26.8
Unallocated
0.6
Total liabilities
19.4
7.4
-
27.3
Gross investments in non-current
assets
2.6
4.4
2.6
9.6
Business acquisitions and other
investments
-
-
0.4
0.4
Depreciation and amortisation
4.3
1.9
0.5
6.6
Personnel, FTE
246
54
15
315
Geographical information
Net sales
Non-current assets
EUR Million
1-12/2025
1-12/2024
31.12.2025
31.12.2024
Finland
140.7
136.3
73.1
76.1
Norway
15.9
17.0
-
-
Sweden
6.7
6.5
11.1
-
24
Other countries
4.4
2.8
-
-
Total
167.6
162.6
84.2
76.1
The group has one customer whose
turnover exceeded 10% of
the entire group's turnover. The turnover
of this customer was 32.6
million euros (19.5%) and it was accumulated
from the Food
Solutions and Oilseed Products
segments.
Note 3. Acquired operations
Apetit Plc announced on 9 October 2025,
that it acquires 100 percent of
the shares of Swedish
frozen peas producer Foodhills AB. The acquisition was
completed on 27 November
2025.
Foodhills' operations will be reported
as part of Apetit's Food Solutions
business segment from
the closing of the transaction.
Foodhills is a frozen pea grower
and producer in Skåne area in Sweden. The net
sales of
Foodhills AB in 2024 were SEK 167.8
million and operating profit
SEK
-54.7
million.
Since 2018,
Foodhills has made investments
of over SEK 200 million to the
Bjuv production plant. The fields
of approximately 300 contract
farmers of Foodhills
are located in the Skåne and Halland
regions.
The post-acquisition turnover
of Foodhills AB was EUR 1.0
million and the result was EUR
-0.4
million. The full-year turnover was EUR 13.0 million
and the result was EUR -4.1
million. If the
acquired company had been consolidatedd
into the Group as of 1 January
2025, the Apetit
Group's turnover would have been
EUR 179.6 million and the result
was EUR 4.3 million. During
the coming financial
periods,
the transaction is
expected
to increase the turnover
of Food
Solutions by +20% and the result impact
to be negative in the short
term.
Frozen peas are one of the
core products of Apetit Plc's Food
Business. The business models in
terms of cultivation and processing
frozen peas are very similar in
Finland and Sweden.
According to Apetit Plc's assessment, owning Foodhills
AB provides a good growth
platform for
the business in Sweden and a
strong market position in the
European frozen pea market. In the
southern Swedish region, other operators
have given up growing frozen
peas, and the specialist
expertise in the field
is
concentrated
in
Foodhills
AB.
The purchase price paid for Foodhills AB
was lower than the fair value
of the acquired
identifiable
net assets,
which
resulted in
a bargain
purchase
in
accordance
with
IFRS
3. Before
recognizing the gain, management reassessed
the valuation of all acquired
identifiable
assets
and liabilities. This reassessment confirmed
that the fair
values
had been determined
appropriately and that the resulting gain
was not due to valuation errors. The profit
reflected
the
company's prolonged loss-making and
the low interest of other
players in owning the company,
as well as the previous owner's desire
to focus on its core business. In connection
with the
transaction, the previous owner converted
the majority of its debt-based
loans to Foodhills AB
into unrestricted equity.
EUR million
Fair value at
27.11.2025
Acquisition price
4.9
Intagible assets
0.0
Tangible assets
2.8
Right-of-use assets
5.3
25
Inventories
8.5
Current receivables
2.5
Deffered
tax
assets
2.8
Cash and cash equivalents
0.3
Total assets
22.2
Non-current liabilities
1.0
Lease liabilities
6.5
Current liabilities
1.6
Total liabilities
9.0
Net assets
13.2
Bargain purchase
8.3
Fair values have been calculated
at the exchange rate on the acquisition
date
The calculation is final
Cash flow
effect
of the
acquisition
The total purchase price in cash
-5.0
Acquisition-related costs
-0.5
Repayment of acquisition-related right
-of-use debts
-1.2
Acquired company’s cash and
cash equivalents
0.3
Cash flow
effect
of the
acquisition
-6.5
In January 2026, the buyer received a refund
of EUR 0.1 million from
the seller in connection
with the final
reconciliation
of
the terms
of
the
purchase agreement.
Other operating income and expenses
EUR million
1-12/2025
1-12/2024
Other operating income
Government subsidies
0.3
0.1
Gain on disposal of non-current
assets, tangibles
0.0
0.2
Rental income
0.2
0.2
Other operating income *
9.2
1.1
Total
9.7
1.6
* Other operating income includes
a bargain purchase recognition
of EUR 8.3 million ralating
to
the acquisition of shares in Foodhills
AB.
Other operating expenses
Rents and leases
1.9
1.1
Administrative expenses
1.8
1.3
IT and communication expenses
1.9
1.9
Sales and marketing expenses
2.7
2.9
Maintenance expenses
6.9
6.0
Other selling expenses
4.4
4.3
Other items
4.4
4.6
Total
24.1
22.1
Audit fees paid by the Group
to its independent auditor
Regular statutory audit services
0.2
0.2
Other statutory audit services
-0.1
0.0
Other services
0.1
0.0
Total
0.2
0.2
26
Note 5. Employee benefits
expense
EUR million
1-12/2025
1-12/2024
Salaries and fees
17.9
17.6
Pension expenses
3.2
3.2
Other employee benefit
0.7
0.5
Total
21.8
21.3
Note 6. R&D expenses
EUR million
1-12/2025
1-12/2024
R & D expenses
2.1
2.1
% of the net sales
1.3
1.3
Note 7. Materials and services
EUR million
1-12/2025
1-12/2024
Purchases during the period
100.7
112.4
Change in stocks
5.6
-11.7
External services
4.0
4.3
Total
110.4
104.9
Note 8. Depreciation,
amortisation and impairment
EUR million
1-12/2025
1-12/2024
Depreciation
Intangible assets
0.9
0.5
Buildings
1.3
1.4
Machinery and equipment
3.7
3.3
Right-of-use assets
1.5
1.4
Other tangible assets
0.0
0.0
Total
7.4
6.6
Impairment
Note 9. Financing income and expenses
EUR million
1-12/2025
1-12/2024
Finance income
Interest income
0.1
0.1
Foreign exchange gain
0.0
0.0
Other financial
income
0.0
0.3
Total
0.1
0.4
EUR million
1-12/2025
1-12/2024
Finance expenses
Interest on borrowings from others
0.3
0.5
Foreign exchange loss
0.0
0.0
Other financial
expenses
0.6
0.5
Total
1.0
1.0
Note 10. Income taxes
27
EUR million
1-12/2025
1-12/2024
Tax on income from operations
Tax on income from operations
-0.0
-0.0
Change in deferred tax asset
-0.5
-0.7
Change in deferred tax liability
-0.5
-1.0
Total
-1.0
-1.8
Tax calculation
Accounting profit
before
taxes
10.0
10.3
Tax at the domestic rate
-2.0
-2.1
Effect
of associated company
results
-0.6
0.3
Effect
of bargain purchase
1.7
-
Other items
-0.1
-0.0
Taxes in income statement
-1.0
-1.8
28
Note 11. Deferred tax assets and liabilities
Reconciliation of deferred tax
assets and liabilities to balance
sheet
EUR million
1.1.2025
Recognised in
income statement
Recognised in
other
comprehensive
income
Recognised
directly in equity
Businesses
combinations
31.12.2025
Deferred tax assets
Carry forward of unused tax losses
1.2
-0.4
-
-
-
0.8
Deferred depreciation
0.4
-0.1
-
-
-
0.3
Intangible and tangible assets
0.0
0.0
-
-
2.8
2.9
Other items
0.1
0.1
-
-
-
0.2
Total deferred tax assets
1.8
-0.4
-
-
2.8
4.2
Offset
against
deferred
tax liabilities
-1.8
-1.2
Net deferred tax assets
-
-0.4
-
-
2.8
2.9
Deferred tax liabilities
Accumulated depreciation difference
-0.5
-0.4
-
-
-
-1.0
Inventories
-1.0
-0.1
-
-
-
-1.1
Intangible and tangible assets
-0.4
-
-
-
-
-0.4
Derivative instruments
-0.1
-
0.1
-
-
-0.0
Other items
-0.1
0.1
-
-
-
-0.0
Total deferred tax liabilities
-2.1
-0.5
0.1
-
-
-2.5
Offset
against
deferred
tax
assets
1.8
1.2
Net deferred tax liabilities
-0.4
-0.5
0.1
-
-
-1.3
29
Deferred tax assets related to the
acquisition of Foodhills AB
have been recognized from temporary
differences.
Apetit has not unrecognised deferred
tax assets related to taxable losses. The taxable
losses will expire in 2028
- 2033.
Apetit has assessed if
there will be sufficient
taxable
profit
against which
the
losses can be utilised. The Group has estimated
that the deferred tax assets
will be fully recoverable during
the next few years. The group has 0.4
million other deferred tax assets
not recognised in the
balance sheet.
EUR million
1.1.2024
Recognised in
income statement
Recognised in
other
comprehensive
income
Recognised
directly in equity
Businesses
combinations
31.12.2024
Deferred tax assets
Carry forward of unused tax losses
2.4
-1.2
-
-
-
1.2
Deferred depreciation
0.5
-0.1
-
-
-
0.4
Intangible and tangible assets
0.0
0.0
-
-
-
0.0
Other items
0.2
-0.0
-
-
-
0.1
Total deferred tax assets
3.1
-1.3
-
-
-
1.8
Offset
against
deferred
tax liabilities
-1.6
-1.8
Net deferred tax assets
1.5
-1.3
-
-
-
0.0
Deferred tax liabilities
Accumulated depreciation difference
-0.3
-0.3
-
-
-
-0.5
Inventories
-0.8
-0.1
-
-
-
-1.0
Intangible and tangible assets
-0.4
-
-
-
-
-0.4
Derivative instruments
-0.0
-
-0.1
-
-
-0.1
Other items
-0.0
-
-0.1
-
-
-0.1
Total deferred tax liabilities
-1.6
-0.4
-0.2
-
-
-2.1
Offset
against
deferred
tax
assets
1.6
1.8
30
Net deferred tax liabilities
0.0
-0.4
-0.2
-
-
-0.4
31
Note 12. Earnings per share
Basic earnings per share is calculated
by dividing the result for the
financial
year attributable to
the shareholders of the parent
company by weighted average
number of the shares outstanding.
The outstanding shares do not include
treasury shares in possession
of the company. Diluted
earnings per share is calculated by
dividing the result for the
financial
year attributable to the
shareholders of the parent company
by diluted weighted average
number of the shares
outstanding.
Earnings per share are diluted by the
matching share plan issued for
the key personnel.
EUR million
1-12/2025
1-12/2024
Result attributable to the shareholders
of the parent
company, Group
9.0
8.5
Weighted average number of
outstanding shares, basic
(pcs)
6,214,136
6,210,916
Weighted average number of
outstanding shares, diluted
(pcs)
6,230,787
6,232,249
Basic earnings per share, Group (EUR/share)
1.44
1.37
Diluted earnings per share, Group (EUR/share)
1.44
1.36
Note 13. Intangible and tangible assets, leases and
goodwill
Goodwill and impairment
testing
Goodwill has been allocated to the
following cash-generating
units or groups of units:
EUR million
31.12.2025
31.12.2024
Frozen products
0.4
0.4
Total
0.4
0.4
In impairment testing, the recoverable
amount from operating activities is
determined baed on
value in use calculations. Expected future
cash flows
are
based on
management-approved
forecasts and are given for a five
-year
period, and cash
flows
beyond
this are
extrapolated using
a
growth factor of 1%.
Frozen product goodwill
impairment testing
The key variables in the value in use
calculation are forecasted net sales, gross
margin, EBIT,
change in working capital and discount
rate. The pre-tax discount rate used is
8.2%. In Frozen
products the value in use exceeded
the carrying amount of
the tested assets by a wide
margin
and significant
negative change
in
any of
the
key variables
would not
result to
an
impairment.
Sucros Group goodwill impairment
testing
32
The key variables used in the calculation
of value in use are forecasted
net sales, gross margin,
EBIT, change in working capital and discount
rate. The pre-tax discount rate used is
7.9%. The
value in use of Sucros was in line
with the carrying amount of
the assets being tested. No
goodwill has been allocated to the
Sucros Group.
33
Intangible assets
EUR million
Development costs
Other intangible assets
Advance payments for
intengible assets
Goodwill
Total
Acquisition cost 1.1.2025
1.9
12.5
0.4
0.4
15.1
Translation differences
-
0.0
-
-
0.0
Business combinations
-
0.1
-
-
0.1
Additions
-
1.7
0.2
-
1.9
Disposals
-
-0.5
-
-
-0.5
Reclassifications
-
0.4
-0.4
-
-
Acquisition cost 31.12.2025
1.9
14.1
0.2
0.4
16.6
Cumulative amortisation
and impairment 1.1.2025
-0.9
-8.6
-
-
-9.5
Translation differences
-
-0.0
-
-
-0.0
Cumulative amortisation on business
combinations
-
-0.1
-
-
-0.1
Cumulative amortisation on disposals
and reclassifications
-
0.5
-
-
0.5
Amortisation
-0.3
-0.5
-
-
-0.9
Cumulative amortisation
and impairment 31.12.2025
-1.2
-8.6
-
-
-9.9
Carrying amount 1.1.2025
0.9
3.9
0.4
0.4
5.6
Carrying amount 31.12.2025
0.6
5.5
0.2
0.4
6.7
EUR million
Development costs
Other intangible assets
Advance payments for
intengible assets
Goodwill
Total
Acquisition cost 1.1.2024
1.7
11.4
1.5
0.4
14.9
Correction to the acquisition cost
1 Jan
0.0
0.5
-
-
0.5
34
Additions
0.2
2.4
0.4
-
3.0
Disposals
-
-3.3
-
-
-3.3
Reclassifications
-
1.4
-1.5
-
-0.1
Acquisition cost 31.12.2024
1.9
12.5
0.4
0.4
15.1
Cumulative amortisation
and impairment 1.1.2024
-0.6
-11.1
-
-
-11.7
Correction to cumulative amortisation
and impairment 1.1
-0.0
-0.5
-
-
-0.5
Cumulative amortisation on disposals
and reclassifications
-
3.3
-
-
3.3
Amortisation
-0.3
-0.2
-
-
-0.5
Cumulative amortisation
and impairment 31.12.2024
-0.9
-8.6
-
-
-9.5
Carrying amount 1.1.2024
1.1
0.3
1.5
0.4
3.3
Carrying amount 31.12.2024
0.9
3.9
0.4
0.4
5.6
35
Tangible assets
EUR million
Land and
water
Land and
water, right-of-
use
Buildings and
structures
Buildings and
structures,
right-of-use
Machinery and
equipment
Machinery and
equipment,
right-of-use
Other tangible
assets
Advance
payments and
work in
progress
Total
Acquisition cost 1.1.2025
2.8
-
43.1
6.9
78.9
7.2
0.5
0.2
139.6
Translation differences
-
-
0.0
0.0
0.0
0.0
-
0.0
0.1
Business combinations
-
-
0.0
4.1
2.9
1.2
-
-
8.2
Additions
-
-
1.4
1.4
2.7
0.4
-
1.5
7.5
Disposals
-
-
-1.9
-
-0.2
-
-
-
-2.0
Reclassifications
-
-
0.6
-
0.0
-
-0.4
-0.2
-
Acquisition cost 31.12.2025
2.8
-
43.2
12.5
84.4
8.8
0.1
1.5
153.2
Cumulative amortisation
and impairment 1.1.2025
-
-
-29.2
-5.7
-55.2
-1.2
-0.4
-
-91.5
Translation differences
-
-
-0.0
-0.0
-0.0
-0.0
-
-
-0.0
Cumulative amortisation on business
combinations
-
-
-0.0
-
-
-
-
-
-0.0
Cumulative amortisation on disposals
and
reclassifications
-
-
1.5
-
0.2
-
0.4
-
2.0
Amortisation
-
-
-1.4
-1.0
-3.6
-0.6
-0.0
-
-6.5
Cumulative amortisation
and impairment 31.12.2025
-
-
-29.1
-6.6
-58.6
-1.7
0.0
-
-96.0
Carrying amount 1.1.2025
2.8
-
13.9
1.2
23.8
6.1
0.1
0.2
48.0
Carrying amount 31.12.2025
2.8
-
14.1
5.9
25.8
7.1
0.1
1.5
57.2
36
EUR million
Land and
water
Land and
water, right-of-
use
Buildings and
structures
Buildings and
structures,
right-of-use
Machinery and
equipment
Machinery and
equipment,
right-of-use
Other tangible
assets
Advance
payments and
work in
progress
Total
Acquisition cost 1.1.2024
3.0
-
41.5
6.2
58.7
7.2
0.4
2.1
119.1
Correction to the acquisition cost
1 Jan
-
-
0.1
-
14.1
-
0.1
-
14.3
Additions
0.1
-
1.4
0.6
5.0
0.0
-
0.2
7.3
Disposals
-0.2
-
-0.1
-
-0.8
-
-
-
-1.2
Reclassifications
-
-
0.1
-
2.0
-
-
-2.1
-
Acquisition cost 31.12.2024
2.8
-
43.1
6.9
78.9
7.2
0.5
0.2
139.6
Cumulative amortisation
and impairment 1.1.2024
-0.2
-
-27.8
-4.7
-38.6
-0.6
-0.2
-
-72.3
Correction to the accumulated amortisation
and
impairment 1 Jan
-
-
-0.1
-
-14.1
-
-0.1
-
-14.3
Cumulative amortisation on disposals
and
reclassifications
0.2
-
0.1
-
0.8
-
-
-
1.1
Amortisation
-
-
-1.4
-0.9
-3.3
-0.5
-0.0
-
-6.1
Cumulative amortisation
and impairment 31.12.2024
-
-
-29.2
-5.7
-55.2
-1.2
-0.4
-
-91.5
Carrying amount 1.1.2024
2.8
-
13.7
1.5
20.0
6.6
0.2
2.1
46.9
Carrying amount 31.12.2024
2.8
-
13.9
1.2
23.8
6.1
0.1
0.2
48.0
37
Leases
Amounts recognised in
balance sheet
EUR million
31.12.2025
31.12.2024
Right-of-use assets
Buildings and structures
5.9
1.2
Machinery and equipment
7.1
6.1
Total
12.9
7.3
Lease liabilities
Non-current lease liability, interest-bearing
10.4
5.9
Current lease liability, interest bearing
2.8
1.5
Total
13.2
7.4
Expected maturity analysis of
lease liabilities is presented
in note 24.
Amounts recognised in
income statement
EUR million
1-12/2025
1-12/2024
Depreciation of right
-of-use assets
Buildings and structures
1.0
0.9
Machinery and equipment
0.6
0.5
Total
1.5
1.4
Interest expenses
0.3
0.3
Expenses relating to short-term leases
0.0
0.0
Expenses relating to leases of low
value
0.0
0.0
Expenses relating to variable lease
payments
1.6
1.3
Cash outflow
for leases
3.6
2.8
The Group's leasing activities
and related accounting principles
The Group leases warehouses, offices,
equipment and vehicles. Rental contracts
are typically
concluded for fixed
periods of 2
months
to
15 years but
may
have extension options as
described
below.
Contracts may contain both lease
and non-lease components. The Group
allocates the
consideration in the contract to the
lease and non-lease components
based on their relative
stand-alone prices.
The terms of the leases are
negotiated on a case-by-case basis.
Leases do not include covenants
other than the lessor's interest on
the leased assets. Leased assets
are not used as collateral for
loans.
Accounting principles of lease
agreements are described in
detail in Note 1. Accounting
principles
Variable lease payments
38
Some warehouse leases contain
variable payment terms that
are linked to volume generating
from stock movements through
the warehouse. Variable lease payments
that depend on volume
are recognised in the income
statement in the period in which
the condition that triggers
those
payments occurs.
Extension and termination
options
Extension and termination options
are included in a number of
lease agreements. Options are
used to maximise operational
flexibility
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 lessor.
Critical judgements in determining
the lease term
All facts and circumstances that
create an economic incentive to
exercise an extension option
or
not exercise a termination option are
assessed when defining
the lease
period. Extension options
(or periods after termination options)
are only included in the lease
period if the lease is
reasonably certain to be extended (or
to be terminated).
Residual value guarantees
The Group has no residual value guarantees.
39
Note 14. Shares in associated companies
EUR million
31.12.2025
31.12.2024
Book value, 1 January
21.6
22.8
Share of results for the period
-2.8
1.5
Dividends received
-1.0
-2.8
Book value, 31 December
17.8
21.6
Group's holding in Sucros Group
totals to 20 %.
Associated companies are consolidated
using the equity method and
they do not have public
quotations.
Principles of goodwill impairment
testing have been presented in
Note 13.
Financial information for
material associated company
Sucros Group's financial
year ends
on February 28. Sucros
Group
has been consolidated
based
on the interim financial
statement
per 31.12.2025
Sucros Group's published
FAS-financial
statement
EUR million
03/2024-02/2025
03/2023-02/2024
Non-current assets
29.8
26.6
Current assets
113.1
114.5
Cash and cash equivalents
2.8
2.3
Asset
145.8
143.3
Equity
97.9
105.5
Deferred tax liability
2.7
2.2
Current liabilities
45.2
35.6
Equity and liabilities
145.8
143.3
Net sales
178.4
189.8
Operating income and expenses
-170.2
-173.1
Operating result
8.2
16.7
Financial income and expenses
-0.2
0.2
Taxes
-1.9
-3.2
Profit
/ loss for the
period
6.1
13.8
Breakdown of Sucros holdings
in the consolidated financial
statements
EUR million
31.12.2025
31.12.2024
Book value, 1 January
21.3
22.5
Profit
/
loss for the
period
-2.8
1.6
Dividends received
-1.0
-2.8
Book value, 31 December
17.6
21.3
40
Note 15. Other non - current financial
assets
EUR million
31.12.2025
31.12.2024
Connection fees
0.5
0.5
Investments in shares of unlisted
companies
0.4
0.4
Total
0.9
0.9
Note 16. Trade
receivables and other current receivables
EUR million
31.12.2025
31.12.2024
Trade receivables
8.3
5.8
Receivables based on derivative instruments
0.0
0.7
Accrued income and deferred expenses
0.6
0.2
Other receivables
0.9
0.3
Trade receivables from associates
0.4
0.2
Total
10.3
7.3
The substantial items in the accrued
income and deferred expenses
and other receivables are
related to raw material purchases
and accruals of employment benefits.
During the financial
year the
Group
has not
recorded
credit
losses
on
trade receivables.
Note 17. Inventories
EUR million
31.12.2025
31.12.2024
Raw materials and consumables
20.1
25.2
Work in progress
13.3
8.1
Finished goods
16.2
13.3
Total
49.5
46.6
A write-down of EUR 0.0 (0.0)
million in inventory value was booked
to correspond the net
realisation value.
Note 18. Cash and cash equivalents
EUR million
31.12.2025
31.12.2024
Other current financial
assets
0.2
2.4
Cash and cash equivalents
3.5
1.7
Total
3.7
4.1
Note 19. Shareholders' equity
EUR million
31.12.2025
31.12.2024
Number of shares
6,317,576
6,317,576
Outstanding shares
6,218,303
6,208,303
Number of own shares
99,273
109,273
Own shares' share of the company's
share capital and
voting rights
1.6
1.7
Acquisition cost of own shares
-1.4
-1.6
Share capital
12.6
12.6
Share premium
23.4
23.4
Total
36.0
36.0
The fully paid and registered share
capital of the company
at the end of the financial
year
was
EUR 12,635,152.
41
Descriptions of the funds
in equity
Translation differences
The translation differences
reserve includes translation
differences
arising
from
the
translation
of
the financial
statements
prepared
in foreign
currency.
Fair value reserve
The fair value reserve includes a
hedging reserve for the revaluation
of the fair values of derivative
instruments used for cash flow
hedges.
Invested non-restricted equity
capital
The invested non-restricted equity
capital includes the share subscription
price to the extent that
it is not recognised in the share
capital. The amount consists of the directed
share issue related to
the matching share plans carried
out in 2021, in which a total of
8,000 shares were subscribed
at
the price of 13.91 euro per
share and in 2023, in which a total of
10,000 shares were subscribed
at the price of 12.24 euro per
share.
Other reserves
Other reserves consist of the parent
company's contingency reserve
that includes a portion
transferred from retained earnings by
decision of the Annual
General Meeting.
Own shares
Apetit Plc's Annual General Meeting held
on April 10, 2025 authorized the Board of
Directors to
repurchase the company's own shares. Altogether
no more than 80,000 shares may
be
repurchased using company's retaining
earnings. During the financial
year,
the
company
transferred a total of 10,000 of
own shares as part of
a key employees matching
share program.
Dividends
After the date of the financial
statement the
Board of
Directors
has proposed
a dividend per EUR/share to be paid.
0.70
For details on changes in equity, see statement
of changes in shareholders'
equity.
Note 20. Defined
benefit
plan
obligations
EUR million
2025
2024
Pension obligations 1 Jan.
0.1
0.2
Increases / decreases
-0.0
-0.1
Pension obligations 31 Dec.
0.1
0.1
Pension obligations relate mainly to
defined
benefit
pension
plans.
Apetit Group’s most significant
benefit
plans are in the
parent company. Parent company’s
plans
include 37 pensioners. Plans are administered
in pension companies.
EUR million
2025
2024
Pension liability recognised
in the balance sheet
Present value of funded obligations
0.7
1.0
Fair value of plan assets
0.6
0.8
42
Net liability (+) / asset (-)
0.1
0.1
Change in the defined
benefit
obligation
Defined
benefit
obligation
in the
beginning
of the
year
1.0
1.1
Interest expenses
0.0
0.0
Actuarial gains (-) and losses (+)
-0.2
-0.0
Benefits
paid
-0.1
-0.1
Defined
benefit
obligation
at the
end
of the
year
0.7
1.0
Change in plan assets
Plan assets in the beginning of
the year
0.8
0.9
Interest income
-0.1
0.0
Contributions paid into the plans
0.0
0.1
Benefits
paid
-0.1
-0.1
Plan assets at the end of the year
0.6
0.8
EUR million
2025
2024
Defined
benefit
expense
in income statement
Interest cost on pension obligation
0.0
0.0
interest income on plan assets
-0.0
-0.0
Pension expense recognised in income
statement
0.0
0.0
The amounts recognised in
equity
Gains and losses from change of
financial
assumptions
-0.0
-0.0
Experience gains and losses
-0.2
0.0
Return on plan assets excluding interest
0.2
-0.0
Remeasurements of post-employment
benefit
obligations
-0.0
-0.0
Significant
actuarial assumptions
Discount rate (%)
3.7
3.2
Pension growth rate (%)
2.3
2.3
Inflation
(%)
2.2
2.2
Pension liability
Changes in the assumptions, sensitivity
2025
Increase %
Decline %
Discount rate, change 0,5%
-2.7
2.9
Pension payments growth rate, change 0.25
%
1.3
-1.3
Mortality, change 5%
-2.8
2.9
Pension liability
Changes in the assumptions, sensitivity
2024
Increase %
Decline %
Discount rate, change 0,5%
-2.9
3.1
Pension payments growth rate, change 0.25
%
1.4
-1.4
Life expectancy, change 5%
-2.7
2.9
Sensitivity analysis relate to Apetit plc's
benefit
plan.
Note 21. Share-based payments
Share - based incentive plan
2023-2025
43
The Board of Directors of
Apetit Plc (“Apetit”) has decided
on the establishment of
a long-term
matching share scheme 2023–2025
and on the establishment of
a performance-based share
scheme 2023–2025, whereupon the possible
rewards will be paid as a combination
of Apetit Plc’s
shares and cash. The members of the Group
Management Team, HR Director and
Communications and Sustainability
Director, currently seven people, are entitled
to participate in
the long-term matching share incentive
scheme at the beginning thereof. The members
of the
Group Management Team, currently five
people, are entitled
to
participate
the
performance-
based share incentive scheme at
the beginning thereof.
Matching share plan
The Matching Share Plan comprises
of the key personnel’s personal
investment in the company's
shares and of their right to receive
one additional share without
consideration for each self-
acquired and retained company share
as described in more detail below,
after the earning period
ends on 15 June 2025, as well as a cash reward
corresponding to the number of
shares to be
issued. The purpose of the cash reward
is to cover the taxes and tax-like
payments to the key
personnel arising from the issuance
of shares.
The matching shares and the related
cash portion have paid to the
participants when the
payment conditions have met on
June 2025, in a manner decided
by the Board of Directors
of
Apetit Plc.
A maximum of 10,000 new shares
or shares held by the company
can be issued as additional
shares and the cash reward corresponding
to the same number of
shares can be given within the
Matching Share Plan. The maximum value of
the plan, including the shares and
the portion to be
paid in cash, was EUR 0.3 million calculated
based on the average share price.
Performance share plan
In the Performance Share Plan, the potential
receipt and amount of
the reward is based on the
operating profit,
ROCE
-%, reduction
of
CO2
emissions, development
of
workplace
safety and
success of the ERP renewal
project of the Apetit Group from
1 January 2023 to 31 December
2025 and the person's continued
employment or service relationship
with the company.
If the set performance targets
are achieved in full, the maximum amount
of share rewards to be
transferred under the plan is 34,000
new shares or treasury shares
held by the company, and the
cash reward corresponding to the
number of shares in a
manner decided by the Board
of
Directors. The purpose of the portion
to be paid in cash is to cover taxes and
tax-like charges to
the key personnel arising from the portion
to be issued in shares.
Share - based incentive plan
2023-2025
Matching share
plan 2023-2025
Performance
share plan 2023-
2025
Maximum number of shares granted,
pcs
10,000
34,000
Grant date
13/03/2023
16/02/2023
Vesting period ends
15/06/2025
31/12/2025
Life time of the plan, years
2.3
2.9
Remaining life time at the balance
sheet date, years
0.0
0.0
Employment condition
Yes
Yes
Requirement of own-purchase
and holding of shares
Yes
No
Other non-market based performance
conditions
No
Yes
Settlement method
50%/50% in
shares/cash
50%/50% in
shares/cash
Valuation principles
44
Share price at grant date, eur
12.24
10.83
Expected dividends per share during
the vesting period,
eur per share
1.50
1.50
Fair value in accordance with IFRS
2 at grant date, eur per
share
10.74
9.33
Maximum value of the scheme
at grant date, 1000 eur
215
634
Changes during the period, shares
Amount outstanding at the beginning
of the period
10,000
34,000
Granted during the period
-
-
Forfeited during the period
-
-
Expired during the period
-
-
Vested during the period
10,000
-
Outstanding at the end of
the period
-
34,000
EUR 1 000
Recognized as an expense against equity
during the
period
53
117
Recognized as an expense during
the period, against
liability
53
117
Total expense during the financial
year
107
233
Debt balance at the end of reporting
period
-
236
45
Note 22. Interest-bearing liabilities
EUR million
-
-
-
-
31.12.2025
31.12.2024
Non-current liabilities, interest-bearing
Non-current loans from financial
institutions, interest
-bearing
1.0
-
Non-current lease liability, interest-bearing
10.4
5.9
Total
11.4
5.9
Current liabilities, interest bearing
Current loans from financial
institutions, interest
-bearing
5.1
-
Current lease liability, interest bearing
2.8
1.5
Total
7.9
1.5
Reconciliation Interest-bearing liabilities
EUR million
Commercial
papers
Non-current loans
from credit
institutions
Current loans
from credit
institutions
Non-current lease
liabilities
Current lease
liabilities
Total
Interest-bearing liabilities
1.1.2025
-
-
-
5.9
1.5
7.4
Lease liabilities additions / (-) disposals
-
-
-
0.4
0.1
0.5
Increase from business combinations
-
1.0
-
4.1
1.2
6.3
Proceeds
-
-
5.1
-
-
5.1
Interest-bearing liabilities
31.12.2025
-
1.0
5.1
10.4
2.8
19.3
EUR million
Commercial
papers
Non-current loans
from credit
institutions
Current loans
from credit
institutions
Non-current lease
liabilities
Current lease
liabilities
Total
46
Interest-bearing liabilities
1.1.2024
-
-
-
6.5
1.6
8.1
Lease liabilities additions / (-) disposals
-
-
-
-0.6
-0.1
-0.7
Interest-bearing liabilities
31.12.2024
-
-
-
5.9
1.5
7.4
47
Note 23. Trade
payables and other liabilities
EUR million
31.12.2025
31.12.2024
Current
Trade payables
8.7
8.5
Payables to associated companies
0.2
0.1
Accrued expenses and deferred income
6.5
7.9
Other liabilities
1.4
2.8
Total
16.9
19.4
The material items in accrued expenses
and deferred income consist of
personnel expenses and
accruals of material purchases.
Liabilities related to contracts with
customers included in
accrued expenses
0.5
0.4
Note 24. Financial risk management
The Group is exposed to various financial
risks in its
normal business operations. The aim
of
the
Group’s risk management is to
minimize the adverse effects
of changes
in the
financial
markets
on
its financial
performance. The
main
financial risks
relate
to
liquidity,
interest rate,
currency, pricing
and counterparty risks. The Group uses derivative
financial
instruments to
hedge against currency,
price and interest rate risks.
The financial
risk
management
principles observed by
the
Group
are subject
to
approval
by
the
Board of Directors of Apetit Plc, and
the practical implementation
of these principles is the
responsibility of the Financing
Department, together with the busine
ss unit management.
1. Market risks
Interest rate risk
EUR million
31.12.2025
31.12.2024
Non-current loans from financial
institutions, interest-
bearing
1.0
-
Current loans from financial
institutions, interest
-bearing
5.1
-
Other current financial
assets
0.2
2.4
Cash and cash equivalents
3.5
1.7
At the end of the financial
year
the
Group
had no
issed
commercial
papers and
loans from
financial
institutions
Other short-term financial
assets consist
of
liquid interest investments.
Sensitivity to interest rate
risk arising from financial
instruments
With the balance sheet structure on
31 December, a rise of one
percentage point in interest
rates
would have decreased Group’s
net result by EUR -0.2 (-0.1) million
and the equity by EUR -0.2 (-0.1)
million. The effect
of
interest
rate
decreasing one percentage point
would
have been
the
opposite.
Commodity risk
48
The Group is exposed to commodity
risks associated with the availability
of raw materials, the time
difference
between procurement and sales, and
price
fluctuations.
The business units
are
responsible for managing their
commodity risks in accordance
with the risk management principles.
Hedge accounting is mostly applied
when hedging the raw material
risk.
The most significant
commodity risks
of
Oilseed
products
relate to rapeseed.
The business units
have defined
risk limits to
stay
inside.
Quoted
commodity
futures
and
forward
agreements are
used
to manage the risk exposure. The main commodities
of Oilseeds products
business unit have
functional derivative markets such
as CME (CBOT) and Euronext (Matif),
and the hedging
relationships are mostly effective.
Even
then,
hedging
may
be
implemented.
The
Group's
exposure
to raw material risk and the maturity
of the hedging derivative
instruments, respectively, are less than
12 months.
All instruments have published
market prices at the balance sheet
date on the
commodity exchanges mentioned
above.
Food Solutions commodity risks
arise from store chains’ pricing
periods, where prices are fixed
for
the entire pricing period. Commodity
risk is mostly controlled by purchase
and sales functions’ co-
operation.
Electricity price risk management
is guided by a separate electricity
procurement risk policy. Most of
the Group's electricity procurement
is based on multi-year
fixed
-price
contracts.
Sensitivity to commodity
risk arising from financial
instruments
EUR million
31.12.2025
31.12.2024
Derivative based commodity
prices increase by 10%
Effect
on equity
0.1
-0.7
Derivative based commodity
prices decrease by 10%
Affect
on equity
-0.3
0.3
When cash flow
hedge accounting
is
applied,
the
change
in the fair
value
of derivative
financial
instruments is assumed to be recorded
fully in equity.
Currency Risk
The Group operates in international
markets and is thus exposed to
currency risks arising from
changes in exchange rates. Sales and purchases
and related balance sheet items denominated
in
foreign currencies constitute transaction
exchange rate risk. As of 27
November 2025, Foodhills Ab,
whose functional currency is the Swedish
krona, will be consolidated into the Group. From
the
acquisition date, the Group is also exposed
to currency translation risk.
49
The principle followed by the Group
is to hedge the original transaction
risk in the case of all
financially
significant
currency
positions.
The
instruments
available
in
currency hedging
are forward
currency contracts and currency options. The
Group’s business units are responsible
for currency risk
hedging. Currency hedging is guided by
the risk management policy
specifically
defined
for the
purpose and this is monitored by
the Group’s Financing Department,
together with the business
unit management. Translation risks are not hedged.
At the closing date of the
financial
statement the
Group
had no significant
currency
positions.
Fair value hierarchy on financial
assets and
liabilities
valued at fair value
EUR million
Level 1
Level 2
Level 3
Total
Assets 31.12.2025
Other current financial
assets
0.2
-
-
0.2
Liabilities 31.12.2024
Other current financial
assets
2.4
-
-
2.4
Assets 31.12.2025
Commodity derivatives, hedge accounting
-0.2
-
-
-0.2
Liabilities 31.12.2024
Commodity derivatives, hedge accounting
-0.4
-
-
-0.4
During the year there has not been
any transfers between levels 1
and 2.
Level 1 fair values are based on prices
obtained from active markets.
Level 2 fair values are based on other
input data and commonly accepted
fair value models. The
input data is based on observable
market prices.
Level 3 fair values are mostly based
on other input data that are not for
the most part based on
observable market prices, instead management
estimates and commonly
accepted fair value
models.
Nominal values of
derivative instruments
EUR million
31.12.2025
31.12.2024
Commodity derivatives, cash flow
hedge accounting
20.1
22.2
Other information related
to cash flow
hedge
The Group applies cash flow
hedge accounting
to
commodity
derivatives.
Derivatives
expire
within
one year. Profit
and
loss
statement
effects
of
cash
flow
hedges
are
materially
netted
against
the
opposing fair value change of
the hedged item.
EUR million
1-12/2025
1-12/2024
50
Cash flow
hedges
recognised in
equity
-0.7
0.6
Taxes related to cash flow
hedges booked
in
equity
0.1
-0.1
Derivatives related to purchases and
other operating
income and expense
-1.7
-1.1
Taxes related to cash flow
hedges booked
in
profit
and
loss
0.3
0.2
2. Credit risk
Derivative financial
instruments
are only entered
into
with domestic and
foreign
counterparties that
have a good credit rating. Commodity derivative
instruments can be entered
into on the
appropriate commodity exchanges
if necessary. Liquid assets
may be invested within the approved
limits in targets with a good credit
rating.
To minimize the operational credit
risk, the business units endeavour to obtain
collateral security, as
credit insurance in the event that
a customer’s credit rating so requires.
The Group’s management evaluates
that there are no significant
customer,
geographical or
counterparty concentrations in the
Group’s credit and counterparty
risks. The sale of receivables to a
financial
institution
and
the
use of credit
insurance for
some
other
trade receivables reduces
the
Group's counterparty risk.
Aging of Group’s
receivables
EUR million
31.12.2025
31.12.2024
Not due
9.3
7.0
1 - 3 months past due
1.0
0.3
4 - 6 months past due
-
0.0
Total
10.3
7.3
3. Liquidity risk
The liquidity risk is the risk that
the company may not have sufficient
liquid
assets or
be unable
to
acquire enough funds to meet
the needs of its business
operations. The aim of liquidity risk
management is to maintain sufficient
liquid
funds
and
credit facilities
to
ensure
that there
is
always
enough financing
for the
Group’s business operations.
The cash
flows
of the
Group companies
are
netted with the aid of the Group’s
internal bank and Group accounts. To
manage liquidity, the
Group has a commercial paper programme
worth EUR 100.0 (100.0)
million and long-term binding
credit facilities agreed with financial
institutions;
a
total
of EUR 23,9
(29.0)
million was
available
in
credit at the closing date of
the financial
statement.
The
long
-term
share
of
the limit is
EUR 19.9
(25.0) million. There were no commercial papers
issued during the financial
period. Liquidity
risk
management is the responsibility
of the parent company’s
Financing Department.
Group’s derivative liabilities, trade
payables and interest-bearing
loan repayments and interest
cash
flows
31.12.2025
1 - 3
4 - 12
1 - 5
> 5
EUR million
month
month
years
years
51
Loans from financial
institutions
and other
loans
-
-5.2
-0.9
-
Lease liabilities
-0.7
-2.1
-8.5
-4.1
Trade payables
-8.9
-0.0
-
-
Derivative liabilities
-0.1
-0.2
-
-
Total
-9.7
-7.5
-9.4
-4.1
31.12.2024
1 - 3
4 - 12
1 - 5
> 5
EUR million
month
month
years
years
Lease liabilities
-0.4
-1.2
-3.3
-4.5
Trade payables
-8.3
-0.3
-
-
Derivative liabilities
-0.4
0.0
-
-
Total
-9.1
-1.5
-3.3
-4.5
4. Capital risk management
The main objective for capital risk
management is to secure the Group’s
operational preconditions
in all circumstances. The capital structure of
the Group is reviewed by
the Board of Directors on
a
regular basis. Apetit plc does not have a public
credit rating.
The amounts of the Group’s interest
-bearing debts can fluctuate
significantly
during
the
year
due
to
a seasonality of the employed
working capital. Normally the employed
working capital is at highest
level during the latter part of the
year and at lowest level during
spring and summer.
EUR million
31.12.2025
31.12.2024
Interest Bearing liabilities
19.3
7.4
Other current financial
assets
0.2
2.4
Cash and cash equivalents
3.5
1.7
Interest bearing net liabilities
15.7
3.3
Equity
111.6
107.6
Interest-bearing net debt and equity
total
127.2
110.9
Net gearing
14.0 %
3.1 %
Equity Ratio
74.8 %
79.8 %
Note 25. Collateral, contingent
liabilities, contingent
assets and other commitments
EUR million
31.12.2025
31.12.2024
Pledges given for debts
Guarantees
3.7
2.2
Binding agreements not
recognised in the balance sheet
Within one year
0.9
1.0
After one year but not more than
five
years
0.7
0.9
After more than five
years
1.3
1.4
Total
2.8
3.2
Investment commitments
Food Solutions
2.3
2.1
Oilseed products
1.7
0.3
Group functions
-
1.0
Other contingent liabilities
52
Liability to adjust value
added tax on property investments
The Group is liable to adjust value
added tax deductions on the 2016
-2025 property investments,
if the taxable use of the
properties decreases. The maximum value of
the liability is EUR 1.7 (1.7)
million and the liability is valid until 2035.
Note 26. Related party transactions
Parent company and subsidiary
relations of the
Group
Domicile
Group's share of
ownership %
Group's share of
votes %
Apetit plc (parent company)
Finland
100.0
100.0
Apetit Ruoka Oy
Finland
100.0
100.0
Apetit Kasviöljy Oy
Finland
100.0
100.0
Foodhills AB
Sweden
100.0
100.0
Non-operative company:
Lännen Sokeri Oy
Finland
100.0
100.0
Salaries, wages and benefits
of
the
administrative
bodies of
the
Group
The administrative bodies consist
of the members of the
Supervisory Board, the Board of
Directors,
the CEO and other members of
the corporate management of
the parent company.
EUR 1000
1-12/2025
1-12/2024
Supervisory Board
Harri Eela, chairman of the Supervisory
Board
25
20
Juha Junnila, deputy chairman of the
Supervisory Board from 18 April 2024
16
11
Maisa Mikola, deputy chairman of the
Supervisory Board until April 18 2024
-
7
Other members of the Supervisory
Board
25
30
The salaries, fees and fringe benefits
of
the
members
of
the
Board of
Directors,
the
President and
CEO and the other members of
the Management Team were as follows
on an accrual basis:
EUR 1000
1-12/2025
1-12/2024
Board
Lasse Aho, chairman of the Board until
10.4.2025
21
62
Erkki Järvinen, chairman of the Board from
10.4.2025
53
-
Niko Simula, deputy chairman of the
Board
50
43
Heli Arantola, member of the Board
43
27
Annikka Hurme, member of the Board
until
26.2.2025
7
36
Antti Korpiniemi, member of the Board
42
37
Kati Sulin, member of the Board
44
37
Tero Hemmilä, member of the Board
until 11
April 2024
-
10
Management
Esa Mäki, CEO
551
550
53
Corporate management, four members
953
851
The remuneration and incentive plans
for management are made up
of monetary remuneration,
fringe and pension benefits,
and
performance-related
compensation settled
in
cash and shares,
by
which the degree of success for
the year is measured. The level of these
plans is compared
annually with the general market level. The Board
of Directors of Apetit plc decides
on the
principles for the remuneration
and incentive plans for the CEO
and other members of the
management. The Board also confirms
annually
the indicators to
be used
for the
plans and
their
level in relation to the targets set. The indicators
also include key figures
connected
with
annual
budgets. Indicators for the CEO and management
were among others the Group´s
and applicable
business unit's EBIT. The maximum amount of
performance-related compensation
corresponds to
50 per cent of annual salary
in the case of the CEO, and 33
per cent of annual salary
for other
management.
The CEO has a defined
contribution supplementary
pension agreement
with
an agreed
retirement
age of 63 years.
Post–employment benefits
EUR 1 000
1-12/2025
1-12/2024
Amount recognized as an
expense due to
retirement benefit
Esa Mäki, CEO
35
35
The key conditions of the CEO’s
terms of service are defined
in
his contract. The period of notice
for the CEO is twelve months.
The Group did not have any loan receivables
from the group key management
during the financial
periods.
Transactions with related parties
EUR million
1-12/2025
1-12/2024
Sales to associated companies
0.9
0.9
Purchases from associated companies
1.4
1.2
Trade receivables and other receivables
from
associated companies
0.4
0.2
Trade payables and other liabilities
to
associated companies
0.4
0.2
Sales to other related parties
0.0
0.0
Purchases from other related parties
0.5
0.2
Liabilities to other related parties
-
0.1
The sales of goods and services
to related parties are based on
valid market prices.
Purchases and liabilities with other
related parties relate mostly
to agricultural product purchases
from members of the Supervisory
Board.
Note 27. Changes in accounting policies
There have not been any significant
changes
in the
principles
in
preparing
the
financial
statements.
Note 28. Events since the end of the financial
year
54
The Group is not aware of any
events of material importance
after the balance sheet date that
might have affected
the
preparation of
the
financial
statements.
55
Parent company income statement, FAS
EUR 1000
Note
1-12/2025
1-12/2024
Net sales
(1)
2,014
1,276
Other operating income
(2)
665
835
Personnel expenses
(3)
-2,143
-2,376
Depreciation, amortisation and impairment
(4)
-519
-212
Other operating expenses
(5)
-2,646
-2,414
Operating profit
/
loss
-2,629
-2,891
Financial income and expenses
(6)
2,493
4,360
Profit
/ loss
before appropriations and
taxes
-136
1,469
Group contributions
2,300
5,000
Change in depreciation difference
-139
-204
Change in deferred tax assets
(7)
-80
-674
Net profit
/
loss
1,945
5,591
56
Parent company balance sheet, FAS
EUR 1000
Note
31.12.2025
31.12.2024
ASSETS
Long-term assets
Intangible assets
(8)
5,214
3,873
Tangible assets
(9)
3,031
3,020
Investments in Group companies
(10,11)
31,538
31,538
Investments in associated companies
(10,11)
12,158
12,158
Other investments and receivables
(10,11)
404
404
Total long-term assets
52,345
50,994
Short-term assets
Long-term receivables
(12)
5,197
7,234
Deferred tax assets
(14)
342
422
Current receivables
(13)
30,480
32,061
Cash and cash equivalents
1,360
2,772
Total short-term assets
37,379
42,490
Total assets
89,724
93,484
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity
(15)
Share capital
12,635
12,635
Share premium account
23,391
23,391
Invested non-restricted equity
capital
234
234
Contingency reserve
7,232
7,232
Retained earnings
37,212
36,278
Profit
/
loss for the
period
1,945
5,591
Total equity
82,649
85,360
Appropriations
343
204
Liabilities
(16)
Long-term non-interest-bearing
liabilities
416
501
Current interest-bearing liabilities
5,503
5,662
Current non-interest-bearing
liabilities
813
1,757
Total liabilities
6,732
7,920
Total equity and liabilities
89,724
93,484
57
Parent company statement of cash flows,
FAS
EUR 1000
1-12/2025
1-12/2024
Cash flow
from
operating activities
Profit
before extraordinary
items
-136
1,469
Adjustments *)
-1,975
-4,321
Change in non-interest-bearing
current receivables
2,134
-322
Change in non-interest-bearing
current liabilities
-959
-82
Cash flow
from
operating activities
before
financial items
and taxes
-936
-3,256
Interests and financial
expenses
paid
-170
-159
Interests and financial
income received
1,707
1,767
Cash flow
from
operating activities
(A)
601
-1,648
Cash flow
from investing
activities
Investments in tangible and intangible
assets
-1,870
-2,489
Proceeds from sales of tangible
and intangible assets
-
210
Investments in other investments
-
-388
Dividends received
971
2,752
Cash flow
from investing
activities
(B)
-898
84
Cash flow
before
financing
-297
-1,564
Cash flow
from
financing
activities
Acquisition of own shares
-
-366
Change in short-term loans
5,100
-
Change in subsidiary financing
353
-9,547
Change in group bank account
-6,911
3,056
Dividends paid
-4,656
-4,656
Group contributions
5,000
2,800
Cash flow
from
financing
activities (C)
-1,115
-8,713
Net increase/decrease in cash and
cash equivalents
(A+B+C)
-1,412
-10,277
Cash and cash equivalents
at beginning of
financial
year
2,772
13,049
Cash and cash equivalents
at end of financial
year
1,360
2,772
*) Adjustments
Depreciation, amortisation and impairment
519
212
Financial income and expenses
-2,493
-4,360
Gains and losses on sales of
tangible and intangible
assets
-
-173
Total
-1,975
-4,321
58
Accounting principles, FAS
Valuation of fixed
assets
Fixed assets have been capitalised
at their acquisition cost less
accumulated depreciation.
Fixed assets have been depreciated
on a straight-line basis according
to plan, based on useful
economic life.
Foreign currency items
Receivables and payables denominated
in foreign currencies have
been translated into euros
at the European Central Bank middle
rate on the closing day. Exchange
rate differences
caused
by short-term receivables and liabilities
have been charged to the profit and
loss account.
Unrealised exchange rate losses and
gains of long-term receivables
and liabilities have also
been charged to the profit
and
loss
account.
Deferred tax assets and liabilities
Deferred tax assets from confirmed
losses
have been
recognised in the
balance
sheet for the
following years using the tax rate
confirmed
at
the
balance
sheet
date.
Other temporary differences
arising
from
deferred
tax liabilities
and assets are
presented on a
net basis in the notes.
Derivative contracts
In line with its risk management policy, the
company uses a variety of
derivatives for hedging
against a number of risks arising
from foreign currencies, interest
rates and commodity prices.
The market values of derivatives
are entered under derivative
contracts in the other notes to
the accounts and indicate what
the result would have been if
the derivative position had
been
closed at market prices on the date
of closing of the accounts.
Unrealised losses on derivative instruments
are recognised in financial
costs.
Unrealised gains
are not recognised in profit
and
loss
statement,
gains are
recognised
on
financial
income at the
moment when derivative instrument
is realised.
Pension arrangements
Statutory pension coverage for
corporate personnel is covered by
pension insurance. Special
pension insurance policies provide
additional pension coverage
under the Trust rules for
former employees and retired
staff
previously covered by
the
Lännen Tehtaat
Staff
Pension
Trust.
The CEO has a voluntary defined
contribution supplementary
pension plan.
59
Notes to the parent
company financial statement,
FAS
60
1. Net sales
EUR 1000
1-12/2025
1-12/2024
Group management fee, domestic
2,014
1,276
Total
2,014
1,276
2. Other operating income
EUR 1000
1-12/2025
1-12/2024
Gains from sales of non-current
assets
-
173
Rental income
377
378
Service fees
161
159
Other
127
125
Total
665
835
3. Personnel expenses
and average number of
personnel
EUR 1000
1-12/2025
1-12/2024
Personnel expenses
Wages and salaries
1,794
1,905
Pension expenses
278
353
Other social security expenses
71
118
Total
2,143
2,376
Salaries, wages and benefits
of
the
administrative
bodies are presented
in
Note
26 of
the
Notes
to the consolidated financial
statements.
Personnel, FTE
16
15
The pension commitments to the
members of the Board of
Directors and the CEO:
The retirement age of the CEO
is 63 years.
4. Depreciation, amortisation
and impairments
Tangible and intangible assets have
been capitalised at their
acquisition cost less accumulated
depreciation. Tangible and intangible assets
are subject to straight-line depreciation
and
amortisation over the period of
their useful lives. Depreciation and
amortisation have been
applied since the month the asset was
taken into use.
Depreciation and amortisation
periods:
Intangible rights
5 or 10 years
Other capitalised long-term expenses
5 or 10 years
Buildings and structure
20-30 years
Other buildings and constructions
5 or 10 years
Machinery and equipment
5 or 10 years
The basis for depreciation and
amortisation has not changed.
EUR 1000
1-12/2025
1-12/2024
Depreciation and amortisation
according to plan
Intangible rights
3
4
Other capitalised long-term expenses
457
143
61
Buildings and structure
57
65
Machinery and equipment
1
-
Total
519
212
5. Other operating expenses
EUR 1000
1-12/2025
1-12/2024
Other operating expenses
Rental expenses
211
204
Administrative expenses
1,732
1,556
Other operating expenses
703
654
Total
2,646
2,414
Audit fees
Annual audit
67
65
Other services
7
10
Total
74
75
6. Financial income and expenses
EUR 1000
1-12/2025
1-12/2024
Dividend income
From associated company
970
2,751
From others
1
1
Total
971
2,752
Interest income from long
-term investments
From Group companies
505
831
Other interest and financial
income
From Group companies
784
801
Interest incomes from others
42
135
Other financial
incomes from
others
376
-
Total
1,202
936
Financial income, total
2,678
4,519
Interest expenses and other
financial
expenses
To Group companies
1
3
Interest expenses to others
25
19
Other financial
expenses
to
others
159
137
Total
185
159
Financial expenses total
185
159
Financial income and expenses,
total
2,493
4,360
7. Income taxes
EUR 1000
1-12/2025
1-12/2024
Change in deferred tax assets
-80
-674
Total
-80
-674
62
8. Long-term intangible assets
EUR 1000
Intangible rights
Other capitlised long-term
expenses
Construction in progress
Total
Acquisition cost 1.1.2025
38
3,823
363
4,224
Additions
-
1,689
111
1,800
Disposals
-
-9
-
-9
Transfers between items
-
363
-363
-
Acquisition cost 31.12.2025
38
5,866
111
6,016
Accumulated amortisation 1.1.2025
-35
-316
-
-351
Disposals, accumulated amortisation
-
9
-
9
Amortisation for the period
-3
-457
-
-460
Accumulated amortisation 31.12.2025
-38
-764
-
-802
Book value 1.1.2025
3
3,508
363
3,873
Book value 31.12.2025
-
5,102
111
5,214
EUR 1000
Intangible rights
Other capitlised long-term
expenses
Construction in progress
Total
Acquisition cost 1.1.2024
63
232
1,530
1,825
Additions
-
2,180
363
2,543
Disposals
-25
-14
-
-40
Transfers between items
-
1,426
-1,530
-104
Acquisition cost 31.12.2024
38
3,823
363
4,224
Accumulated amortisation 1.1.2024
-56
-187
-
-243
Disposals, accumulated amortisation
25
14
-
40
63
Amortisation for the period
-4
-143
-
-147
Accumulated amortisation 31.12.2024
-35
-316
-
-351
Book value 1.1.2024
7
45
1,530
1,582
Book value 31.12.2024
3
3,508
363
3,873
64
9. Long-term tangible assets
EUR 1000
Land and water
areas
Buildings and
structures
Machinery and
equipment
Other tangible
assets
Construction in
progress
Total
Acquisition cost 1.1.2025
2,161
5,288
251
57
-
7,757
Additions
-
49
20
-
-
69
Disposals
-
-1,808
-20
-
-
-1,829
Acquisition cost 31.12.2025
2,161
3,529
251
57
-
5,998
Accumulated depreciation 1.1.2025
-
-4,486
-251
-
-
-4,737
Disposals and transfers, accumulated depreciation
-
1,808
20
-
-
1,829
Depreciation for the period
-
-57
-1
-
-
-58
Accumulated depreciation 31.12.2025
-
-2,735
-232
-
-
-2,967
Book value 1.1.2025
2,161
802
-
57
-
3,020
Book value 31.12.2025
2,161
794
18
57
-
3,031
EUR 1000
Land and water
areas
Buildings and
structures
Machinery and
equipment
Other tangible
assets
Construction in
progress
Total
Acquisition cost 1.1.2024
2,148
5,348
251
57
-
7,805
Additions
50
-
-
-
-
50
Disposals
-37
-61
-
-
-
-98
Acquisition cost 31.12.2024
2,161
5,288
251
57
-
7,757
Accumulated depreciation 1.1.2024
-
-4,482
-251
-
-
-4,733
Disposals and transfers, accumulated depreciation
-
61
-
-
-
61
65
Depreciation for the period
-
-65
-
-
-
-65
Accumulated depreciation 31.12.2024
-
-4,486
-251
-
-
-4,737
Book value 1.1.2024
2,148
866
-
57
-
3,072
Book value 31.12.2024
2,161
802
-
57
-
3,020
Carrying amount of land includes
revaluations of 1.7 M€
66
10. Investments
EUR 1000
Holdings in Group
companies
Holdings in associated
companies
Other investments
Other receivables
Total
Acquisition cost 1.1.2025
31,538
12,158
393
12
44,100
Book value 31.12.2025
31,538
12,158
393
12
44,100
EUR 1000
Holdings in Group
companies
Holdings in associated
companies
Other investments
Other receivables
Total
Acquisition cost 1.1.2024
31,538
12,158
12
4
43,712
Additions
-
-
381
8
388
Book value 31.12.2024
31,538
12,158
393
12
44,100
67
11.
Shares of Group companies, associated companies
and other shares and receivables
Domicile
Holding-%
Group companies
Apetit Ruoka Oy
Säkylä
100.0
Apetit Kasviöljy Oy
Helsinki
100.0
Lännen Sokeri Oy, lepäävä yhtiö
Säkylä
100.0
Associated companies
Sucros Oy
Helsinki
20.0
Foodwest Oy
Seinäjoki
18.9
EUR 1000
Bookvalue
Other shares, holdings and long-term
receivables
Unquoted shares and holdings
393
Connection fees, long-term receivables
12
Total
404
12.
Long-term receivables
EUR 1000
31.12.2025
31.12.2024
Loans receivables from Group companies
*)
4,781
6,733
Other receivables
416
501
Total
5,197
7,234
13.
Short-term receivables
EUR 1000
31.12.2025
31.12.2024
Accounts receivable
29
42
Amounts owed by the Group
companies
Accounts receivable
309
2,459
Loans receivable *)
26,053
24,453
Group bank account receivables
1,652
-
Group contribution receivables
2,300
5,000
Other receivables
-
10
Total
30,314
31,922
Amounts owed by the
associated companies Accounts
receivable
Accounts receivable
19
20
Total
19
20
Other receivables from others
Tax receivables
16
-
Other
101
78
Total
118
78
Short-term receivables total
30,480
32,061
68
*) The company has granted loans to companies
in the group. The total amount of
investment
loans is EUR 6,7 million and the remaining
loan term is 3-4 years. The investment
loans are repaid
in equal instalments once a year and
interest is paid quarterly. The interest
rate on the investment
loans is tied to Euribor 6 months +
3.7% margin. The total amount of working
capital loans is EUR
24,1 million and the loan term is
less than one year. The working capital
loan 1 can be withdrawn
and repaid freely within the maximum
loan amount, which is EUR 25,0 million. The interest
is paid
quarterly and is tied to Euribor 3
months + 1.6% margin. A 0.3% fee is paid quarterly
on the
unwithdrawn portion. The working capital loan
2 can be withdrawn and repaid freely
within the
maximum loan amount, which is EUR 10,0
million. The interest is paid quarterly and is
tied to
Euribor 1 months + 0,9% margin. A 0.3% fee is paid
quarterly on the unwithdrawn
portion.
14. Deferred tax assets
EUR 1000
31.12.2025
31.12.2024
Deferred tax assets, carry forward of
unused tax losses
342
422
A change in deferred tax assets of
EUR 78.328,84 (-678,255.03)
has been recorded from the
result for the financial
year.
The net amount of the off
-balance sheet deferred tax liability
is EUR 156.959,45
15.
Changes in shareholders’ equity
EUR 1000
31.12.2025
31.12.2024
Share capital 1 Jan.
12,635
12,635
Share capital 31 Dec.
12,635
12,635
Share premium account 1 Jan.
23,391
23,391
Share premium account 31 Dec.
23,391
23,391
Contingency reserve 1 Jan.
7,232
7,232
Contingency reserve 31 Dec.
7,232
7,232
Invested non-restricted equity capital
1.1
234
234
Invested non-restricted equity capital
31.12
234
234
Retained earnings 1 Jan.
36,278
39,222
Transfer from previous year's profit
5,591
2,078
Dividends paid
-4,656
-4,656
Amount paid for own shares
-
-366
Retained earnings 31 Dec.
37,212
36,278
Profit
/
loss for the
financial
year
1,945
5,591
Shareholders’ equity 31 Dec.
82,649
85,360
Distributable funds
Contingency reserve
7,232
7,232
Invested non-restricted equity capital
234
234
Retained earnings
37,212
36,278
69
Profit
for the
financial
year
1,945
5,591
Distributable funds 31 Dec.
46,623
49,334
16. Liabilities
EUR 1000
31.12.2025
31.12.2024
Long-term liabilities
Provisions for pensions
416
501
Total
416
501
Short-term liabilities
Loans from financial
institutions
5,100
-
Trade payables
195
405
Total
5,295
405
Amounts owed to Group
companies
Trade payables
-
205
Other liabilities
88
70
Group account liabilities
403
5,662
Total
491
5,937
Amounts owed to associated
companies
Trade payables
3
3
Other liabilities
Tax account payable
84
211
Accrued expenses and deferred
income
Personnel expenses
360
716
Accruals of expenses
83
148
Total
443
864
Long-term non-interest-bearing
liabilities
416
501
Short-term liabilities, interest-bearing, total
5,503
5,662
Short-term liabilities, non-interest-bearing, total
813
1,757
Total
6,732
7,920
17. Contingent liabilities
EUR 1000
31.12.2025
31.12.2024
Lease liabilities
Falling due during the following
year
136
181
Falling due at later date
369
-
Other lease liabilities
Falling due during the following
year
15
13
Falling due at later date
25
-
Other liabilities
Guarantees
51
51
Contingent liabilities on
behalf of the Group
companies
Guarantees
3,600
2,155
Liabilities total
4,197
2,400
70
Outstanding derivative instruments
Other liabilities
The company is required to review
the VAT deductions it has made for real estate
investments
completed in 2016-2025 if
the taxable use of the
property decreases during the review
period.
The maximum liability is EUR 133,222.77
and the last review year is 2035.
71
Proposal
of the Board of Directors for
the distribution of profits
The parent company’s distributable funds
totalled EUR 46,623,190.09 on
31 December 2025,
of which EUR 1,945,066.39
is profit
for the
financial
year.
The Board of Directors will propose
to the Annual General Meeting
that the distributable funds will
be distributed as a dividend of
EUR 0.70 per share i.e. a total of at
fi
nancial statement date for
the entire number of
shares EUR 4,422,303.20 and
the number of shares owned
by outside the company EUR 4,352,812.10.
No significant
changes have taken
place
in the
financial
position
of the
parent company
since
the
end
of the
financial
year.
The
company’s
liquidity
is
good, and
the
Board deems
that the
company’s
solvency will
not be
jeopardised by the proposed distributi
on of dividends. No dividend
will be paid on the company's own
shares.
Signatures to the Board
of Directors’ report and
financial
statements
Helsinki 12 February 2026
Erkki Järvinen
Niko Simula
An auditor’s report has been issued
today
Chairman of the Board
Deputy of the Board
Helsinki 12 February 2026
Ernst & Young Oy
Heli Arantola
Antti Korpiniemi
Kati Sulin
Member of the Board
Member of the Board
Member of the Board
Authorised Public Accountant
Esa Mäki
Osmo Valovirta, KHT
CEO
72
Key indicators
Financial ratios
Profitability
EUR million
2025
2024
2023
2022
2021
Net sales
167.6
162.6
175.5
181.7
283.9
Net sales from exports
26.9
28.6
32.5
42.4
108.5
Operating profit
13.7
9.3
7.5
3.5
2.8
% of net sales
8.1
5.7
4.3
1.9
1.0
R & D expenses
2.1
2.1
1.6
1.4
1.0
% of net sales
1.3
1.3
0.9
0.8
0.4
Financial income (+)/expenses (-),
net
-0.9
-0.6
-0.2
-0.2
-0.4
Result before taxes
10.0
10.3
11.3
3.8
2.9
% of net sales
6.0
6.3
6.4
2.1
1.0
Result for the period
9.0
8.5
9.8
3.2
2.4
% of net sales
5.4
5.2
5.6
1.7
0.8
Attributable to
Shareholders of the parent
company
9.0
8.5
9.8
3.2
2.4
Non-controlling interests
-
-
-
-
Finance and financial
position
EUR million
2025
2024
2023
2022
2021
Return on equity, % (ROE)
8.2
8.0
9.8
5.5
2.5
Return on capital employed, %
(ROCE) *
11.7
8.3
7.3
5.7
2.4
Equity ratio, %
74.8
79.8
78.9
81.8
59.4
Net gearing, %
14.0
3.1
-5.7
-13.2
26.6
Non-current assets
85.5
76.1
74.9
64.9
68.0
Inventories
49.5
46.6
34.8
30.1
70.8
Other current assets
14.2
12.2
21.4
22.3
18.2
Shareholders' equity
111.6
107.6
103.5
96.0
93.3
Distributable funds
46.6
49.3
48.8
49.9
51.8
Interest-bearing liabilities
19.3
7.4
8.1
2.1
32.3
Non-interest-bearing liabilities
18.3
19.9
19.5
19.2
31.6
Balance sheet total
149.2
134.9
131.1
117.3
157.1
Other indicators
EUR million
2025
2024
2023
2022
2021
Gross investments excluding
business acquisitions
7.5
9.6
7.5
5.0
6.6
% of net sales
4.5
5.9
4.3
2.8
2.3
Personnel, FTE
321
315
298
303
337
Share indicators
2025
2024
2023
2022
2021
73
Earnings per share, EUR
1.44
1.37
1.56
0.83
0.38
Dividend per share, EUR *
0.70
0.75
0.75
0.50
0.40
Dividend per earnings, %
48.5
54.9
48.1
60.1
105.4
Effective
dividend yield,
%
*
5.1
5.4
5.7
4.9
3.1
P/E ratio
9.6
10.2
8.4
12.3
33.9
Shareholders' equity per share, EUR
17.94
17.30
16.60
15.38
14.95
Share performance, EUR
Lowest price during the year
13.00
12.50
10.10
9.62
10.70
Highest price during the year
15.00
15.00
13.50
13.90
14.90
Average price during the year
14.08
13.60
12.35
10.94
13.09
Share price at the end of the year
13.85
14.00
13.15
10.20
12.85
Share turnover
Share turnover (1,000 pcs)
335
308
551
500
1094
Turnover ratio, %
5.3
4.9
8.7
7.9
17.3
Share capital, EUR million
12.6
12.6
12.6
12.6
12.6
Market capitalisation, EUR million
87.5
88.1
84.1
64.4
81.2
Dividends, EUR million *
4.4
4.7
4.7
3.1
2.5
Number of shares
2025
2024
2023
2022
2021
Number of shares
6,317,576
6,317,576
6,317,576
6,317,576
6,317,576
Average adjusted number of
shares
6,214,136
6,210,916
6,250,366
6,239,744
6,234,286
Adjusted number of shares at
the
end of the period
6,218,303
6,208,303
6,235,801
6,239,908
6,238,923
Number of own shares
99,273
109,273
81,775
77,668
78,653
* Proposal of the board of
directors
74
Calculation of key indicators
IFRS key figures
Earnings per share
=
Net income attributable to the equity
holders of the
parent
Average number of outstanding
shares during financial
year
Alternative performance
measures
According to the ESMA (European Securities
and Markets Authority) Guidelines on
Alternative
Performance Measures, an Alternative Performance
Measure (APM) is understood
as a financial
measure of historical or future
financial
performance,
financial
position,
or cash
flows,
other than
a
financial
measure
defined
or
specified in
the
applicable financial
reporting framework.
In
addition
to IFRS key figures,
Apetit uses and
reports the following
alternative
performance
measures:
Return on equity (ROE), %
=
Profit/loss
for the
period
Total equity (average for the beginning
and end of the
period)
Return on capital employed
(ROCE), %
=
Operating profit
Capital employed, average of the last
five
quarter ends
Capital employed
=
Equity + interest-bearing liabilities
Equity ratio, %
=
Total equity
Total assets - Advance payments received
Gearing, %
=
Interest-bearing net debt
Total equity
Interest-bearing net liabilities
=
Interest-bearing liabilities -
Cash and cash equivalents -
short term investments
Dividend per earnings, %
=
Dividend per share
Earnings per share
Effective
dividend yield,
%
=
Dividend per share
Share price at the end of the period
Price/earnings ratio (P/E)
=
Share price at the end of the period
Earnings per share
Shareholders' equity per share
=
Equity attributable to the equity
holders of the parent
company
Basic number of outstanding
shares on 31 December
Market capitalisation
=
Basic number of outstanding
shares x Closing share
price
75
Shareholders and shares
Major Shareholders
Number of shares
%
Number of votes
%
Valio's Pension Fund
580,108
9.2
580,108
9.3
Berner Oy
499,667
7.9
499,667
8.0
Eela Esko
392,392
6.2
392,392
6.3
Nordea Nordic Small Cap Fund
384,960
6.1
384,960
6.2
Central Union of Agricultural Producers
and Forest Owners
205,485
3.3
205,485
3.3
Poutiainen Juha
110,000
1.7
110,000
1.8
Laakkonen Mikko
102,802
1.6
102,802
1.7
Niemi trust fund SR
100,096
1.6
100,096
1.6
Pharmacies Pension Fund
90,395
1.4
90,395
1.5
Vapanen Pekka
70,299
1.1
70,299
1.1
Top 10 sub-total
2,536,204
40.1
2,536,204
40.8
Nominee-registered shares
101,224
1.6
101,224
1.6
Other shareholders
3,580,875
56.7
3,580,875
57.6
External ownership total
6,218,303
98.4
6,218,303
100.0
Shares owned by the company
99,273
1.6
Total
6,317,576
100.0
Distribution of ownership
% of shareholders
% of shares
Companies total
2.1
17.9
Financial and insurance institutions
0.1
6.4
Public organisations
0.2
12.3
76
Private households
96.4
56.8
Non-profit
organisations
0.9
4.9
Foreign owners
0.3
0.1
Nominee-registered
1.6
Total
100.0
Distribution of shareholdings
Shares
Number of
shareholders pcs
% of shareholders
Number of shares
pcs
% of shares
1
500.0
11,010
89.3
1196155
18.9
501
1000.0
753
6.1
559514
8.9
1001
5000.0
476
3.9
922517
14.6
5001
10000.0
48
0.4
324088
5.1
10001
50000.0
28
0.2
508361
8.0
50001
100000.0
6
0.0
431431
6.8
100001
500000.0
7
0.1
1795402
28.4
500001
1
0.0
580108
9.2
Total
12,329
100.0
6,317,576
100.0
doc1p77i0
77
78
AUDITOR’S REPORT (Translation of the Finnish original)
To the Annual General Meeting
of Apetit Oyj
Report on the Audit of the
Financial Statements
Opinion
We have audited the financial statements of
Apetit Oyj (business identity code 0197395-5) for the year
ended 31
December, 2025. The financial statements comprise the
consolidated balance sheet, statement of comprehensive
income, statement of changes in
equity, statement of cash flows and notes,
including material accounting policy
information, as well as the parent company’s balance
sheet, income statement, statement of cash flows
and notes.
In our opinion
the consolidated financial statements give a true
and fair view of the group’s financial
position, financial
performance and cash flows in accordance with
IFRS Accounting Standards as adopted by the
EU.
the financial statements give a true and
fair view of the parent company’s financial
performance and
financial position in accordance with
the laws and regulations governing
the preparation of financial
statements in Finland and comply with statutory
requirements.
Our opinion is consistent with the additional
report submitted to the Audit
Committee.
Basis for Opinion
We conducted our audit in accordance with
good auditing practice in Finland. Our
responsibilities under good auditing
practice are further described in the
Auditor’s Responsibilities for the Audit
of the Financial Statements
section of our
report.
We are independent of the parent company and of
the group companies in accordance with the
ethical requirements
that are applicable in Finland and are
relevant to our audit, and we
have fulfilled our other ethical
responsibilities in
accordance with these requirements.
In our best knowledge and
understanding, the non-audit services that
we have provided to the parent company and
group companies are in compliance
with laws and regulations applicable in Finland
regarding these services, and we
have not provided any prohibited non-audit
services referred to in Article 5(1) of
regulation (EU) 537/2014. The non-
audit services that we have provided have
been disclosed in note 4 to
the consolidated financial statements.
We believe that the audit evidence we
have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those
matters that, in our professional judgment, were of most
significance in our audit of the
financial statements of the current period.
These matters were addressed in
the context of our audit of the financial
statements as a whole, and in forming
our opinion thereon, and we do not
provide a separate opinion on these matters.
We have fulfilled the responsibilities described in
the
Auditor’s Responsibilities for the
Audit of the Financial Statements
79
section of our report, including in relation
to these matters. Accordingly, our
audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of
the financial statements. The
results of our audit procedures, including the
procedures performed to address the matters
below, provide the basis for
our audit opinion on the accompanying financial
statements.
We have also addressed the risk of
management override of internal controls. This includes
consideration of whether
there was evidence of management bias that
represented a risk of material misstatement due
to fraud.
Key Audit Matter
How our audit addressed the Key Audit
Matter
Revenue Recognition
We refer to the Group’s accounting policies
and the note 2
The group's net sales consist mainly of
the
sales of frozen food and oil seed
products. The Group
satisfies
its agreed performance obligations and recognizes revenue
when control over product is transferred to a
customer.
Revenue recognition is considered as a key audit matter
because revenues are a key performance measure
which could
create an incentive for revenue to be
recognized prematurely.
Revenue recognition was also determined to be
a significant
risk of material misstatement referred
to in EU Regulation No
537/2014, point (c) of Article 10(2).
Our audit procedures to address the risk of material
misstatement in respect of revenue recognition included
among others:
We assessed the appropriateness of the group’s
accounting policies over revenue recognition
compared to IFRS standards.
We familiarized ourselves with the group’s processes
and controls over timing of revenue
recognition.
We tested the correct timing of revenue
recognition by
using analytical procedures and transaction level
testing. Our procedures included data
analytics,
obtaining external confirmations and transaction level
testing before and after the balance sheet date as
well
as inspection of credit notes issued after
the balance
sheet date.
We considered the appropriateness of the
group’s disclosures in respect of revenues.
Valuation of shares in associated companies
We refer to Group’s accounting policies and
notes 13 and 14
As of balance sheet date December 31, 2025
shares in
associated companies amounted to 17,8 M€ in
the Group’s
balance sheet consisting mainly of ownership in
Sucros group.
The management has prepared an impairment test calculation
based on the value in use of the Group’s
net investment in
Sucros. The valuation of shares in associated
companies was a
key audit matter because they constitute a
material asset,
representing approximately 12 % of the
Group's total assets,
and because the impairment testing includes significant
estimation and judgement.
We performed, among others, the following audit procedures:
We assessed the basis and appropriateness of the
forecasts used, like projected profitability and discount
rate.
We tested the mathematical accuracy of the calculation.
We evaluated the appropriateness and
suitability of the
methodologies used as well as assumptions
used in
relation to market and industry information.
We
involved our valuation specialists to
assist us in
performing our procedures.
Acquisition of Foodhills AB
We refer to Group’s accounting policies and
note 3
The Group acquired the business of Foodhills
AB, a Swedish
producer of frozen peas, through a
share purchase completed
We performed, among others, the following audit procedures:
We assessed whether the accounting treatment of the
business combination in the financial statements
complies with IFRS 3 and the terms of the
share
80
on 27 November 2025. The
acquisition has been accounted
for in the consolidated financial statements as
a business
combination in accordance with IFRS 3
Business Combinations
.
In a business combination, the
acquired assets, assumed
liabilities and contingent liabilities are measured
at their fair
values at the acquisition date. Determination of these fair
values requires management judgement and estimation,
particularly in respect of non-current assets.
The gain arising
from a bargain purchase recognized in income
statement
represents the difference between the purchase price
and the
fair value of the assets and liabilities acquired.
The acquisition of Foodhills AB
was a key audit matter due to
the valuation processes and methodologies involved and
due
to level of management judgement
and estimation, as well as
the fact that the gain from a bargain purchase
amounting to
EUR 8.3 million is material to the
financial statements.
purchase agreement.
We assessed management’s methods for identifying
assets, liabilities and contingent liabilities, as well
as
the principles applied in determining their fair values.
We assessed the appropriateness of the valuation
model and tested its mathematical
accuracy.
We assessed whether the disclosures related to
the
business combination are appropriate and sufficient.
Responsibilities of the Board of Directors and the Managing
Director for the Financial Statements
The Board of Directors and the Managing
Director are responsible for the preparation of
consolidated financial
statements that give a true and fair
view in accordance with IFRS
Accounting Standards as adopted by the EU,
and of
financial statements that give a true and
fair view in accordance with the laws
and regulations governing the preparation
of financial statements in Finland and comply
with statutory requirements.
The Board of Directors and
the Managing
Director are also responsible for
such internal control as they determine is necessary to enable
the preparation of
financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
Board of Directors and the Managing Director
are responsible for assessing the
parent company’s and the group’s ability to continue
as going concern, disclosing, as applicable,
matters relating to
going concern and using the going concern basis of
accounting. The financial statements are prepared using
the going
concern basis of accounting unless there is
an intention to liquidate the parent company or the
group or cease
operations, or there is no realistic alternative but to
do so.
Auditor’s Responsibilities for the Audit of
the Financial Statements
Our objectives are to obtain reasonable assurance
on whether the financial statements as a
whole are free from material
misstatement, whether due to fraud or
error, and to issue an auditor’s
report that includes our opinion. Reasonable
assurance is a high level of assurance,
but is not a guarantee that an audit conducted
in accordance with good auditing
practice will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or
error and are
considered material if, individually or in aggregate,
they could reasonably be expected to influence
the economic
decisions of users taken on the basis of the
financial statements.
As part of an audit in accordance
with good auditing practice, we
exercise professional judgment and maintain
professional skepticism throughout the audit.
We also:
Identify and assess the risks of material
misstatement of the financial statements, whether due
to fraud or error,
design and perform audit procedures
responsive to those risks, and obtain audit
evidence that is sufficient and
appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting
from
fraud is higher than for one resulting
from error, as fraud may involve collusion,
forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are
appropriate in the circumstances, but not for
the purpose of expressing an opinion on
the effectiveness of the
81
parent company’s or the group’s internal control.
Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and
related disclosures made by management.
Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the
going
concern basis of accounting and based on
the audit evidence obtained, whether a
material uncertainty exists
related to events or conditions that
may cast significant doubt on the parent
company’s or the group’s ability to
continue as a going concern. If
we conclude that a material
uncertainty exists, we are required
to draw attention
in our auditor’s report to the
related disclosures in the financial statements or,
if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit
evidence obtained up to the date
of our auditor’s report. However, future events
or conditions may cause the parent company
or the group to
cease to continue as a going
concern.
Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and
events so that the financial
statements give a true and fair view.
Plan and perform the group audit to obtain
sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the
group as a basis for forming an
opinion on the group
financial statements. We are responsible for the direction,
supervision and review of the audit
work performed
for purposes of the group audit. We
remain solely responsible for our
audit opinion.
We communicate with those charged with governance
regarding, among other matters, the
planned scope and timing
of the audit and significant audit findings,
including any significant deficiencies in internal control that we
identify during
our audit.
We also provide those charged with governance
with a statement that we
have complied with relevant
ethical
requirements regarding independence, and communicate with them
all relationships and other matters that
may
reasonably be thought to bear on our
independence, and where applicable, related
safeguards.
From the matters communicated with
those charged with governance, we determine those
matters that were of most
significance in the audit of the financial
statements of the current period and are therefore the
key audit matters. We
describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about
the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our
report because
the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such
communication.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as
auditors by the Annual General Meeting on
May 28, 2021 and our appointment
represents a
total period of uninterrupted engagement of five years.
Other information
The Board of Directors and the Managing
Director are responsible for the other information.
The other information
comprises the report of the Board of Directors and
the information included in the Annual Report,
but does not include
the financial statements and our auditor’s report
thereon. We have obtained the report of
the Board of Directors prior
to
the date of this auditor’s report, and the
Annual Report is expected to be made available to
us after that date.
Our opinion on the financial statements does not
cover the other information.
82
In connection with our audit of the financial statements,
our responsibility is to read the other information identified
above and, in doing so,
consider whether the other information is materially
inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears
to be materially misstated. With
respect to report of the
Board of Directors, our responsibility also includes
considering whether the report of
the Board of Directors has been
prepared in compliance with the
applicable provisions.
In our opinion, the information in the
report of the Board of Directors is consistent with
the information in the financial
statements and the report of the Board
of Directors has been prepared in compliance with the
applicable provisions.
If, based on the work we have performed on
the other information that we obtained prior
to the date of this auditor’s
report, we conclude that there is a
material misstatement of this other
information, we are required to report that fact.
We
have nothing to report in this
regard.
Säkylä 12.2.2026
Ernst
& Young
Oy
Authorized Public Accountant Firm
Osmo Valovirta
Authorized Public Accountant
83
(Translation of the
Finnish original)
Independent Auditor’s Report
on the ESEF Consolidated
Financial Statements of Apetit
Oyj
To the Board of Directors
of Apetit Oyj
We have performed a reasonable
assurance engagement on the
financial
statements
743700RSFZUIQYABYT14-
2025-12-31-fi.zip
of Apetit
Oyj
(y-identifier:
0197395-5)
that
have
been
prepared in
accordance with the
Commission’s regulatory technical
standard for the financial
year ended
31.12.2025.
Responsibilities of the Board of
Directors and the Managing
Director
The Board of Directors and
the Managing Director are responsible
for the preparation of
the company’s report of
Board of Directors and financial
statements (the
ESEF
financial
statements)
in
such
a
way
that they
comply with
the
requirements of the Commission’s
regulatory technical
standard. This responsibility includes:
preparing the ESEF financial
statements
in
XHTML
format in
accordance
with Article 3 of
the
Commission’s regulatory technical
standard
tagging the primary financial
statements,
notes and company’s
identification
data
in the
consolidated
financial
statements that
are
included in the
ESEF
financial
statements
with iXBRL tags in accordance with
Article 4 of the Commission’s regulatory
technical standard and
ensuring the consistency between
the ESEF financial
statements
and
the
audited
financial
statements.
The Board of Directors and
the Managing Director are also responsible
for such internal control as they determine
is
necessary to enable the preparation
of ESEF financial
statements
in
accordance
the requirements
of
the
Commission’s regulatory technical
standard.
Auditor’s Independence and Quality
Management
We are independent of the company
in accordance with the ethical
requirements that are applicable in
Finland and
are relevant to the engagement we
have performed, and we have fulfilled
our other ethical
responsibilities in
accordance with these requirement
s.
The firm
applies
International
Standard on
Quality Management
(ISQM)
1,
which
requires the
firm
to
design,
implement and operate a system
of quality management including
policies or procedures regarding
compliance
with ethical requirements, professional st
andards and applicable legal
and regulatory requirements.
Auditor’s Responsibilities
Our responsibility is to, in accordance
with Chapter 7, Section 8 of the
Securities Markets Act, provide assurance
on
the financial
statements that
have been prepared
in
accordance
with
the
Commission’s
technical regulatory
standard.
We express an opinion on
whether the consolidated
financial
statements that
are
included in
the
ESEF
financial
statements
have been
tagged, in
all
material
respects, in
accordance
with
the requirements
of Article 4 of
the Commission's regulatory technical
standard.
Our responsibility is to indicate in our
opinion to what extent the assurance
has been provided. We conducted a
reasonable assurance engagement
in accordance with International
Standard on Assurance Engagements
(ISAE)
3000.
The engagement includes procedures
to obtain evidence on:
84
whether the primary financial
statements
in the
consolidated
financial
statements
that are included in the
ESEF financial
statements
have been
tagged, in
all
material
respects,
with
iXBRL tags in
accordance
with
the requirements of Article 4 of
the Commission's regulatory
technical standard and
whether the notes and company's identification
data
in the
consolidated
financial
statements
that are
included in the ESEF financial
statements
have been
tagged, in
all
material
respects,
with
iXBRL tags in
accordance with the requirements of
Article 4 of the Commission's
regulatory technical standard
and
whether there is consistency between
the ESEF financial
statements
and
the
audited
financial
statements.
The nature, timing and extent of the
selected procedures depend
on the auditor’s judgement. This includes
an
assessment of the risk of
material deviations due to fraud
or error from the requirements of
the Commission’s
technical regulatory standard.
We believe that the evidence we
have obtained is sufficient
and appropriate to provide
a
basis
for
our opinion.
Opinion
Our opinion pursuant to Chapter 7, Section
8 of the Securities Markets Act
is that the primary financial
statements,
notes and company's identification
data
in the
consolidated
financial
statements
that are included in the
ESEF
financial
statements
of Apetit
Oyj
743700RSFZUIQYABYT14
-2025-12-31-fi.zip
for the
financial
year
ended
31.12.2025 have been tagged, in all material
respects, in accordance with the requirements
of the Commission's
regulatory technical standard.
Our opinion on the audit of
the consolidated financial
statements
of Apetit
Oyj
for the
financial
year ended
31.12.2025 has been expressed in our
auditor's report dated 12.2.2026. With
this report we do not express an
opinion on the audit of the
consolidated financial
statements
nor express another assurance conclusion.
Helsinki 12.3.2026
Ernst & Young Oy
Authorized Public Accountant Firm
Osmo Valovirta
Authorized Public Accountant