20643102 2024-07-01 2025-06-30 20643102 2024-07-01 2025-06-30 1 20643102 2024-07-01 2025-06-30 1 20643102 2024-07-01 2025-06-30 1 20643102 2024-07-01 2025-06-30 2 20643102 2024-07-01 2025-06-30 3 20643102 2024-07-01 2025-06-30 4 20643102 2024-07-01 2025-06-30 5 20643102 2024-07-01 2025-06-30 6 20643102 2024-07-01 2025-06-30 7 20643102 2023-07-01 2024-06-30 20643102 2025-06-30 20643102 2024-06-30 20643102 2023-07-01 d:ContributedCapitalMember 20643102 2023-07-01 d:RetainedEarningsMember 20643102 2023-07-01 2024-06-30 d:RetainedEarningsMember 20643102 2024-06-30 d:ContributedCapitalMember 20643102 2024-06-30 d:RetainedEarningsMember 20643102 2024-07-01 2025-06-30 d:RetainedEarningsMember 20643102 2025-06-30 d:ContributedCapitalMember 20643102 2025-06-30 d:RetainedEarningsMember 20643102 2025-06-30 d:OtherPayablesIncludingTaxPayablesLiabilitiesOtherThanProvisionsLongtermMember 20643102 2024-06-30 d:LongtermBillsOfExchangePayableMember iso4217:DKK xbrli:pure Albert Crilles Sebastian Funder Årsrapport Regnskabsklasse B Revisionspåtegning Aarhus Langagervej 1 Beierholm 9220 Aalborg Ø 2025-11-26 Aarhus C Opinion Basis for Opinion 2025-11-26 2023-07-01 2024-06-30 2024-07-01 2025-06-30 20643102 Zupa A/S Studsgade 29 8000 Beierholm 32895468 Tangen 9 8200 Aarhus N Danmark true We have on this day presented the annual report for the financial year 01.07.24 - 30.06.25 for Zupa A/S. The annual report is presented in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the company's assets, liabilities and financial position as at 30.06.25 and of the results of the company's activities for the financial year 01.07.24 - 30.06.25. We believe that the management's review includes a fair review of the matters dealt with in the management's review. The annual report is submitted for adoption by the general meeting. Mogens Kristensen Albert Crilles Sebastian Funder Chairman Lars Bo Hansen Jesper Angelsø Hjortshøj Peter Herlev Enevoldsen Mads Heide Mikkelsen Peer Brændholt Mogens Kristensen To the Shareholder of Zupa A/S In our opinion the financial statements give a true and fair view of the company's financial position at 30.06.25 and of the results of the company's operations for the financial year 01.07.24 - 30.06.25 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for the management’s review.Our opinion on the financial statements does not cover the management’s review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, it is our responsibility is to read management’s review and, in doing so, consider whether management’s review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.Moreover, it is our responsibility to consider whether management’s review provides the information required by law and regulations.Based on the work we have performed, we conclude that the management’s review is in accordance with the financial statements and has been prepared in accordance with the requirements of Danish Financial Statements Act. We did not identify any material misstatement of the management’s review. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.In preparing the financial statements, management is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance about 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 ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional scepticism 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 company's internal control.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company'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 company to cease to continue as a going concern.Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.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. Aarhus Lars Østergaard State Authorised Public Accountant mne26806 Primary activitiesZUPA operates as an advertising agency, providing strategic and creative services to a variety of clients. Development in activities and financial affairsThe income statement for the period 01.07.24 - 30.06.25 shows a profit/loss of DKK -8,094,228 against DKK -3,832,325 for the period 01.07.23 - 30.06.24. The balance sheet shows equity of DKK 10,213,551.The unsatisfactory result was influenced by an unexpected decline in activity from a select few major clients, compounded by unsuccessful growth investments. This development led to a reduction in our workforce and a revised focus on core competencies. However, sufficient cost reductions could not be achieved within the fiscal year. The overall market situation for creative agencies is characterized by low to negative growth expectations over the next five years, accompanied by a high degree of uncertainty. This has led to considerations on how best to leverage ZUPA’s competencies and role within the Spring Family going forward, by sharpening its focus on creative development and brand strategy. As a result of these considerations, a new strategy has been implemented, informing a restructuring of ZUPA’s client base, staff, and competencies. This allows for a clearer positioning, management, and focus of ZUPA. OutlookAs of 1 July 2025, 50% of ZUPA’s activities have been transferred to our sister company, Spring CC. This organizational change has been accounted for in the current and near-future fiscal years, as it impacts our expectations going forward. No other significant events have occurred after the end of the financial year. ZUPA has optimized and streamlined its organization to focus on core competencies, with the goal of ensuring profitability while pursuing moderate growth. In the upcoming financial year, ZUPA expects result before tax to improve by approximately DKK 3-4 mio. This negative result is anticipated and reflects ZUPA’s function as a long-term value-creating business for the Spring Family, supporting and enabling more new business opportunities for the group. Very moderate sales growth is expected from both existing and new clients, although market uncertainty and client budget constraints within marketing are likely to influence overall growth rates. ZUPA will continue to pursue new business opportunities and adapt its service offerings to meet evolving market demands. Balancing the ambition to achieve profitability with the need to invest in future-oriented capabilities and services remains essential for sustaining ZUPA’s long-term performance as a growth enabler for Spring Family. Subsequent eventsNo important events have occurred after the end of the financial year. 44014831 50922340 53551456 54969390 709118 782190 0 42213 -10245743 -4871453 52110 189230 2533 50995 -10196166 -4733218 -2101938 -900893 -8094228 -3832325 -8094228 -3832325 443338 1089091 443338 1089091 455565 80437 149001 171537 604566 251974 432841 336482 432841 336482 1480745 1677547 3047596 4706785 22496225 27713094 0 1650767 1968483 0 0 339159 91 165976 696038 1153641 28208433 35729422 3164 5069 28211597 35734491 29692342 37412038 750000 750000 9463551 17557779 10213551 18307779 0 133455 0 133455 0 838070 0 838070 4930232 6343176 4581031 6147381 4995637 0 4971891 5642177 19478791 18132734 19478791 18970804 29692342 37412038 Figures in DKKShare capitalRetained earningsTotal equity Statement of changes in equity for 01.07.23 - 30.06.24 Balance as at 01.07.23750,00021,390,10422,140,104Net profit/loss for the year0-3,832,325-3,832,325 Balance as at 30.06.24750,00017,557,77918,307,779 Statement of changes in equity for 01.07.24 - 30.06.25 Balance as at 01.07.24750,00017,557,77918,307,779Net profit/loss for the year0-8,094,228-8,094,228 Balance as at 30.06.25750,0009,463,55110,213,551 750000 21390104 -3832325 750000 17557779 -8094228 750000 9463551 49182456 50335159 3803335 4083236 565665 550995 73 74 52110 189230 -2101938 -561734 30.06.2530.06.24 DKKDKK 4.Work in progress for third parties Work in progress for third parties3,047,5954,645,933On-account invoicing-4,930,231-6,282,324 Total work in progress for third parties-1,882,636-1,636,391 Work in progress for third parties3,047,5964,706,785Prepayments received from work in progress for third parties, short-term payables-4,930,232-6,343,176 Total-1,882,636-1,636,391 0 838070 6.Contingent liabilitiesOther contingent liabilitiesThe group companies are jointly and severally liable for tax on the group’s jointly taxedincome etc. Moreover, the group companies are jointly and severally liable for Danishwithholding taxes by way of dividend tax, royalty tax and tax on unearned income. Anysubsequent adjustments to corporation taxes and withholding taxes may imply that theCompany's liability is higher. 7.Other commitmentsLease commitmentsTenancy agreements has been entered into, including parking spaces, at an annual rent ofapprox. DKK 1.924k. The lease is non-terminable for 6 months (total liability of DKK(958k).In addition, the Company has entered into car lease agreements, which is settled over 8-11 months. The remaining liability constitutes DKK 258k. 8.Charges and securityThe company enters into a cashpool arrangement with the group. The group companies arejointly and severally liable for the credit limit.An all monies mortgage of DKK 34,000k has been provided as security for the group withNordea Bank A/S, securing a company charge over receivables from sale, other plant,operating equipment and inventory as well as goodwill. The Company’s book value of thesaid assets totals DKK 21,559k on 30 June 2025. 9.Related partiesThe company is included in the consolidated financial statements of the parent Spring Family ApS, Aarhus. The annual report is presented in accordance with the provisions of the Danish Financial Statements Act (Årsregnskabsloven) for enterprises in reporting class B with application of provisions for a higher reporting class. Basis of recognition and measurementIncome is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including depreciation, amortisation, impairment losses and write-downs, are also recognised in the income statement.Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value of such assets can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company, and the value of such liabilities can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described for each item below.On recognition and measurement, account is taken of foreseeable losses and risks arising before the date at which the annual report is presented and proving or disproving matters arising on or before the balance sheet date. CURRENCYThe annual report is presented in Danish kroner (DKK).On initial recognition, transactions denominated in foreign currencies are translated using the exchange rates applicable at the transaction date. Exchange rate differences between the exchange rate applicable at the transaction date and the exchange rate at the date of payment are recognised in the income statement as a financial item. Receivables, payables and other monetary items denominated in foreign currencies are translated using the exchange rates applicable at the balance sheet date. The difference between the exchange rate applicable at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest annual report is recognised under financial income or expenses in the income statement. Fixed assets and other non-monetary assets acquired in foreign currencies are translated using historical exchange rates. LEASESLease payments relating to operating leases are recognised in the income statement on a straight-line basis over the lease term. Gross profitGross profit comprises revenue, other operating income and raw materials and consumables and other external expenses. RevenueIncome from the sale of services is recognised in the income statement in line with completion of services, which means that revenue corresponds to the selling price of the work performed for the year stated on the basis of the stage of completion at the balance sheet date (percentage of completion method). Income from construction contracts involving the delivery of highly customised assets are recognised in the income statement as revenue according to the stage of completion. Accordingly, revenue corresponds to the selling price of work performed during the year (percentage of completion method). Other operating incomeOther operating income comprises income of a secondary nature in relation to theenterprise’s activities, including salarie refunds. Costs of raw materials and consumablesExpenses for consumables comprise the consumables consumed to achieve revenue for the year Other external expensesOther external expenses comprise costs relating to distribution, sales and advertising and administration, premises and bad debts to the extent that these do not exceed normal write-downs. Staff costsStaff costs comprise wages and salaries as well as other staff-related costs. Depreciation, amortisation and impairment lossesThe depreciation and amortisation of intangible assets and property, plant and equipment aim at systematic depreciation and amortisation over the expected useful lives of the assets. Assets are depreciated and amortised according to the straight-line method based on the following expected useful lives and residual values:Goodwill is amortised over 5-10 years. The useful life has been determined in consideration of the expected future net earnings of the enterprise or activity to which the goodwill relates.The basis of depreciation and amortisation is the cost of the asset less the expected residual value at the end of the useful life. Moreover, the basis of depreciation and amortisation is reduced by any impairment losses. The useful life and residual value are determined when the asset is ready for use and reassessed annually.Intangible assets and property, plant and equipment are impaired in accordance with the accounting policies referred to in the ‘Impairment losses on fixed assets’ section. Other operating expensesOther operating expenses comprise costs of a secondary nature in relation to the enterprise’s activities, including costs relating to losses on the sale of intangible assets and property, plant and equipment. Other net financialsInterest income and interest expenses, foreign exchange gains and losses on transactions denominated in foreign currencies etc. are recognised in other net financials. Tax on profit/loss for the yearThe current and deferred tax for the year is recognised in the income statement as tax on the profit/loss for the year with the portion attributable to the profit/loss for the year, and directly in equity with the portion attributable to amounts recognised directly in equity.The company is jointly taxed with Danish consolidated enterprises. In connection with the settlement of joint taxation contributions, the current Danish income tax is allocated between the jointly taxed enterprises in proportion to their taxable incomes. This means that enterprises with a tax loss receive joint taxation contributions from enterprises which have been able to use this loss to reduce their own taxable profit. Intangible assetsGoodwillGoodwill is measured in the balance sheet at cost less accumulated amortisation and impairment losses.Goodwill is amortised using the straight-line method based on useful lives, which are stated in the ‘Depreciation, amortisation and impairment losses’ section.Gains or losses on the disposal of intangible assets are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal. Property, plant and equipmentProperty, plant and equipment comprise leasehold improvements as well as other fixtures and fittings, tools and equipment.Property, plant and equipment are measured in the balance sheet at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and expenses resulting directly from the purchase until the asset is ready for use. Interest on loans arranged to finance production is not included in the cost.Property, plant and equipment are depreciated using the straight-line method based on useful lives and residual values, which are stated in the ‘Depreciation, amortisation and impairment losses' section.Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal less any costs of disposal. Impairment losses on fixed assetsThe carrying amount of fixed assets which are not measured at fair value is assessed annually for indications of impairment over and above what is reflected in depreciation and amortisation.If the company's realised return on an asset or a group of assets is lower than expected, this is considered an indication of impairment.If there are indications of impairment, an impairment test is conducted of individual assets or groups of assets.The assets or groups of assets are impaired to the lower of recoverable amount and carrying amount.The higher of net selling price and value in use is used as the recoverable amount. The value in use is determined as the present value of expected net cash flows from the use of the asset or group of assets as well as expected net cash flows from the sale of the asset or group of assets after the expiry of their useful lives.Impairment losses are reversed when the reasons for the impairment no longer exist. Impairment losses on goodwill are not reversed. ReceivablesReceivables are measured at amortised cost, which usually corresponds to the nominal value, less write-downs for bad debts.Write-downs for bad debts are determined based on an individual assessment of each receivable if there is no objective evidence of individual impairment of a receivable.Deposits recognised under assets comprise deposits paid to the lessor under leases entered into by the company. Work in progress for third partiesWork in progress for third parties is measured at the selling price of the work performed less on-account invoicing made for each piece of work in progress.The selling price is measured according to the stage of completion at the balance sheet date and total expected income from each piece of work in progress. The degree of completion for each piece of work in progress is normally calculated as the ratio between the resources spent and the total budgeted resource consumption. For some work in progress where the resource consumption cannot be used as a basis, the ratio between completed subactivities and the combined subactivities for the individual piece of work in progress is used instead.When the selling price of a piece of work in progress cannot be determined reliably, the selling price is measured at the lower of costs incurred and net realisable value.The individual piece of work in progress is recognised under receivables or payables in the balance sheet depending on whether the net value of the selling price less prepayments received is positive or negative.When it is likely that the total costs of the individual piece of work in progress will exceed total sales income, the total expected loss is recognised as a provision. PrepaymentsPrepayments recognised under assets comprise costs incurred in respect of subsequent financial years. CashCash includes operating cash. Current and deferred taxCurrent tax payable and receivable is recognised in the balance sheet as tax computed on the basis of the taxable income for the year, adjusted for tax paid on account.Joint taxation contributions payable and receivable are recognised as income tax under receivables or payables in the balance sheet.Deferred tax liabilities and tax assets are recognised on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting the net profit or loss for the year or the taxable income. In cases where the tax value can be determined according to different taxation rules, deferred tax is measured on the basis of management’s intended use of the asset or settlement of the liability.Deferred tax assets are recognised, following an assessment, at the expected realisable value through offsetting against deferred tax liabilities or elimination in tax on future earnings.Deferred tax is measured on the basis of the tax rules and at the tax rates which, according to the legislation in force at the balance sheet date, will be applicable when the deferred tax is expected to crystallise as current tax. PayablesLong-term payables are measured at cost at the time of contracting such liabilities (raising of the loan). The payables are subsequently measured at amortised cost where capital losses and loan expenses are recognised in the income statement as a financial expense over the term of the payable on the basis of the calculated effective interest rate in force at the time of contracting the liability.Short-term financial payables are measured at amortised cost, normally corresponding to the nominal value of such payables. Other short-term payables are measured at net realisable value.